ISSUE 6.2
Taiwan
Tide turns for cross-strait investment
涉台业务：法律市场新热点
Intellectual property Innovate or perish
知识产权:以创新取胜
International arbitration Alternative becomes mainstream
国际仲裁：境内企业需求增长强劲
CHINA
n DEALS ROUNDUP n LATERAL MOVES n IN-HOUSE VIEW n Regulatory UPDATES n UK, US REPORTS
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Editorial >>
Law civil, with due courtesy to other codes
A
s 30 mainland Chinese judges board the plane taking them on a whirlwind trip to Hong Kong City University and the US to broaden their exposure to international law, it is time to reflect on the road ahead for the legal system. The choice of visited jurisdictions is of interest. Hong Kong, of course, has inherited judge-made law from the British, and the US is another country steeped in the great traditions of common law. Indeed, one of the major segments of the course being undertaken by the judges is titled ‘The Glory, Misconception and Future of Common Law’. To that end, the judges will be joining a discourse which has animated Western judges, lawyers and academics for centuries. This is a welcome sign of the increasing globalisation of the legal community and reflects commendable foresight on the part of China’s legal authorities. The immediate task, of course, is clear: to engender a certain level of familiarity with international legal systems in the ranks of the Chinese judiciary. The high level of cross-border transaction activity and the reluctance in some quarters to use the court system because of perceived inadequacies provide clear justification for such an exercise. It will be particularly interesting for two reasons: to see the influence that this education will have on the evolution of domestic Chinese law and to ascertain what influence has already been brought to bear by the increased exposure to international law, especially common law. Recently, the Supreme People’s Court published 100 intellectual property cases from the past 30 years in what was thought to be an attempt to provide some practical guidance on the handling of IP cases and to promote consistency in judicial rulings. The parallel between this initiative and the authorised specialist reports series produced in common law jurisdictions is hard to miss. That is not to say that the Chinese IP precedents are intended to be used in the same way that common law precedents are applied. But just as a common law lawyer ignores a reported precedent case at his own peril, local Chinese lawyers will find the authoritative lure of the 100 IP cases difficult to resist. It may not be common law, but it certainly seems like it.
The immediate task, of course, is clear: to engender a certain level of familiarity with international legal systems in the ranks of the Chinese judiciary
2
IN THE FIRST PERSON “Impartially protecting all
concerned parties’ rights, whether foreign investors or local enterprises, should be undertaken by all judges” Zhao Junping, a judge of Hohhot Municipal Intermediate People’s Court of Inner Mongolia, on the aims of the LLM program at CityU (p10)
“Some of the transactions involving Chinese companies are becoming more sophisticated and complex” Andrew Whan, partner, Clifford Chance, on Hong Kong’s role as the gateway to the west (p49)
“Law firm consolidation by merger is driven not only by the internal business needs of law firms, but also by the needs of their ever-expanding clients” Jiang Jiang, a partner at Hylands, on the Beijing legal scene (p31)
CHINA
ISSUE 6.1
CONTENTS >>
contents
ALB China issue 6.2
30
40
48
COVER STORY
30 ALB Special Report: Beijing 09 Beijing is expected to break the traditional pattern of post-Olympics slowdown, and remains the land of opportunity for not only top-tier firms but also midtier players
ANALYSIS 10 International LLM program for judges: an initiative furthers court reform A revolutionary LLM program in Hong Kong has been initiated to help advance mainland judges’ ability to handle foreign-related and complex disputes 12 Cross-Strait cooperation: lawyers on both sides to benefit The improving economic ties between the mainland and Taiwan is creating a new sweet spot for law firms from both sides of the Strait 14 International firms: jockey for position amid downturn Despite the global economic downturn overshadowing much of the region, some international firms remain impressively optimistic about the prospects for expanding in China
FEATURES 40 Intellectual property Companies and law firms are reacting to the current economic situation. They tell ALB China that it is a time to innovate and sow. And when the market picks up, they will reap
4
44 International arbitration The demand for arbitration legal services is on the rise among domestic companies, who are turning into multinationals and are increasingly familiar with cross-border investment 48 Regional focus: Hong Kong The Hong Kong economy might be struggling, but firms are still buoyant, thanks to the proximity of the Mainland
12 17 UK report 19 US report 27 M&A deals update 52 Sign off
COMMENTARY 21 Insurance Grandall
REGULARS
22 International tax Azure Tax
6 • • • • •
23 Singapore Loos & Partners
• • • • • • •
NEWS Haier appoints new legal head Guantao marches into Hong Kong Gaopeng & Partners opens two offices in Jiangsu Zhong Lun penetrates central china market Salaries in domestic law firm and in-house roles decline King & Wood hires foreign partner in Hong Kong Grandall leads in SME IPOs Spanish firms venture into China Kingfield lures real estate team from Hylands Eversheds hires six partners for Hong Kong opening Linklaters’ Asia MP leaves for in-house role White & Case promotes more to partner
24 Regulatory Paul Weiss 25 Regulatory Tahota
PROFILES 32 Longan 35 Sandler, Travis & Rosenberg, P.A. 36 Zhonglun W & D 37 King & Bond 43 Jeekai & Partners
ISSUE 6.2
NEWS | deals >>
deals in brief
| CHINA/UK/AUSTRALIA/ HONG KONG | ►► Chinalco – Rio Tinto stake acquisition US$19.5bn Firm: Clifford Chance Lead lawyers: Rupert Li, Simon Cooke, Kathy Honeywood Client: Chinalco Firm: Mallesons Stephen Jaques Client: Chinalco
Rupert Li, Clifford Chance
Firm: Allens Arthur Robinson Lead lawyers: Nic Tolé, Richard Kriedemann, Richard Spurio, Scott Langford Client: Rio Tinto Firm: Linklaters Lead lawyer: Charlie Jacobs Client: Rio Tinto Firm: Wachtell, Lipton, Rosen & Katz Client: Rio Tinto Firm: Fried Frank Lead lawyers: Robert Cassanos, Stuart Gelfond, Lee Parks, Richard Steinwurtzel Client: Rio Tinto • Aluminum Corporation of China (Chinalco) investing in Rio Tinto through creation of joint ventures in aluminium, copper and iron ore, and issue of convertible bonds to Chinalco • Follows earlier acquisition of 12% stake worth US$14.6bn • Deal is largest outbound investment ever undertaken by PRC company, and will increase Chinalco’s shareholding to 19% in Rio Tinto plc and 14.9% in Rio Tinto Limited, equivalent to18% interest in Rio Tinto group
| CHINA/HONG KONG | ►► ARA Nanjing IFC acquisition US$234m Firm: Baker & McKenzie Lead lawyers: Milton Cheng, Edmond Chan Client: ARA Firm: Jiangsu G & D Lead lawyer: Li Qiang Client: ARA
6
Firm: Lovells Lead lawyers: Andrew McGinty, James Fong Client: China Merchants Property Development Firm: Guangdong Shentiancheng Lead lawyer: Liao Sheng Jun Client: China Merchants Property Development Firm: Walkers Lead lawyer: Andy Randall Client: China Merchants Property Development
Edmond Chan, Baker & McKenzie
Milton Cheng, Baker & McKenzie
• ARA acquired Nanjing IFC, a newly completed 51-storey office Andrew McGinty, Lovells building with a leasable gross floor area of 109,196m². The total purchase consideration was RMB1.6bn • Nanjing IFC is a prime landmark office building in one of China’s fastest-growing second-tier cities
| HONG KONG/MALAYSIA | ►► CVM Minerals Hong Kong IPO US$17m Firm: Mallesons Stephen Jaques Lead lawyer: Conrad Chan Client: Sponsor and underwriters Firm: Richards Butler (Hong Kong) Client: CVM Minerals
Conrad Chan, Mallesons
Firm: Ben Abderrahmane & Partners (Malaysia) Client: CVM Minerals • Mallesons acted as Hong Kong legal advisers in relation to the listing of Malaysia-based CVM Minerals Limited in a Hong Kong IPO, raising approximately HK$133m • Listing first of its kind of a mineral company under Chapter 18 of the Hong Kong Listing Rules, not ISSUE 6.2
NEWS | deals >>
having the usual track record listing requirements
| CHINA/HONG KONG/US | ►► Bank of America CCBC H-share sale US$2.8bn Firm: Cleary Gottlieb Lead lawyers: Filip Moerman, Megan Tang Client: Bank of America • Bank of America sold 5.6 billion Filip Moerman, H-shares with a Cleary Gottlieb market value of approximately US$2.8bn in China Construction Bank • Firm previously represented Megan Tang, Bank of America Cleary Gottlieb in its 2005 acquisition of 9.5% interest in China Construction Bank
►► YOUR MONTH AT A GLANCE Firm
Jurisdiction
Deal name
Allens Arthur Robinson
China/UK/Australia/Hong Kong
Chinalco – Rio Tinto stake acquisition
Allen & Gledhill
China/Singapore/Japan
CIC–ProLogis acquisition
Appleby
China/Hong Kong
Come Sure Group Hong Kong IPO
Baker & McKenzie
China/Hong Kong
ARA Nanjing IFC acquisition
Blake Dawson
China/Australia
Ben Abderrahmane & Partners
►► FirstLink dispute Firm: Herbert Smith Lead lawyers: Gareth Thomas, Matt Emsley Client: FirstLink • Herbert Smith’s Hong Kong team has settled a long-standing corporate dispute for FirstLink Investments, a Singapore-listed salt mining and distribution company
Gareth Thomas, Herbert Smith
• Dispute commenced in 2005 and involved a number of Matt Emsley, Herbert Smith companies and individuals, including Asiacorp Development and Green Salt Group • Herbert Smith acted for FirstLink during litigation and settlement processes www.legalbusinessonline.com
Deal type
19,500
M&A
1,300
M&A
12
Equity
234
M&A
Zhongjin Lingnan – Perilya takeover
30
M&A
Hong Kong/Malaysia
CVM Minerals Hong Kong IPO
17
Equity
Cleary Gottlieb
China/Hong Kong/US
Bank of America CCBC H-share sale
2,800
Equity
Clifford Chance
China
Airbus China JV
Undisc.
JV
China/UK/Australia/Hong Kong
Chinalco – Rio Tinto stake acquisition
19,500
M&A
Cochrane Lishman
China/Australia
Zhongjin Lingnan – Perilya takeover
30
M&A
Conyers Dill & Pearman
China/Hong Kong
Singyes Solar IPO
58
Equity
132
Equity
58
Equity
China/Hong Kong
Real Gold Hong Kong IPO
DLA Piper
China/Hong Kong
Singyes Solar IPO
Freshfields
China/Hong Kong
YGE – Cyber Power acquisition
China/Hong Kong/Japan/ Belgium
Asahi Brewery – Tsingtao Brewery acquisition
Fried Frank
Gordon Ng & Co
| HONG KONG/SINGAPORE |
Value (US$m)
China/Cayman/Singapore
CapitaLand bond issuance
China/UK/Australia/Hong Kong
Chinalco – Rio Tinto stake acquisition
China/Hong Kong
Singyes Solar IPO
China/Hong Kong
Real Gold Hong Kong IPO
Grandall
China/Hong Kong
Singyes Solar IPO
Guangdong Shentiancheng
China/Hong Kong
ARA Nanjing IFC Acquisition
Han Yi
China/Hong Kong
YGE – Cyber Power acquisition
Herbert Smith
Hong Kong/Singapore
FirstLink dispute
Hogan & Hartson
China/Hong Kong
Singyes Solar IPO
China/Hong Kong
Real Gold Hong Kong IPO
Hu Nan Jin Zhou
China
Jiangsu G & D
China/Hong Kong
Jia Yuan
China
JSM
China/Hong Kong/Japan/ Belgium
78
M&A
667
M&A
176
Finance
19,500
M&A
58
Equity
132
Equity
58
Equity
234
M&A
78
M&A
Undisc.
Litigation
58
Equity
132
Equity
Gale International Changsha eco-city project
n/a
Infrastructure
ARA Nanjing IFC acquisition
234
M&A
Airbus China JV
n/a
JV
Asahi Brewery – Tsingtao Brewery acquisition
667
M&A M&A
China/Singapore/Japan
CIC–ProLogis acquisition
1,300
Jun He
China/Hong Kong
Real Gold Hong Kong IPO
132
Equity
King & Wood
China/Hong Kong
Singyes Solar IPO
57.9
Equity
China/Hong Kong
Real Gold Hong Kong IPO
132
Equity
Latham & Watkins
China/Hong Kong
Real Gold Hong Kong IPO
132
Equity
Linklaters
China/UK/Australia/Hong Kong
Chinalco – Rio Tinto stake acquisition
Loong & Yeung
China/Hong Kong
Come Sure Group Hong Kong IPO
Lovells
China/Hong Kong
ARA Nanjing IFC acquisition
China
Gale International Changsha eco-city project
China/Hong Kong
HK Electric China power plants acquisition
China/Singapore/Japan
Fast Retailing Singapore textile JV
19,500
M&A
12
Equity
234
M&A
Undisc. 733 80
Infrastructure M&A JV
7
NEWS | deals >>
| CHINA/HONG KONG/ JAPAN/BELGIUM | ►► Asahi Brewery – Tsingtao Brewery acquisition US$667m Firm: Freshfields Lead lawyers: Robert Ashworth, Teresa Ko Client: AnheuserBusch InBev Firm: JSM Lead lawyer: Patrick Wong Client: Tsingtao
• IPO raised HK$63m and was 70 times over-subscribed despite current market sentiment • Singyes Solar is a professional building engineering company committed to developing renewable energy and energy-saving engineering sectors in China and globally
| CHINA/CAYMAN/ SINGAPORE | Robert Ashworth, Freshfields
►► CapitaLand bond issuance US$176m
• Anheuser-Busch InBev has sold its 19.99% stake in Tsingtao Brewery to Japan’s Asahi Brewery, subject to regulatory approval
Firm: Fried Frank Lead lawyer: Edward Kim Client: CapitaLand Teresa Ko, Freshfields
• As result of transaction, Asahi Brewery will become Tsingtao Brewery’s second largest shareholder. Tsingtao Brewery Group will remain largest shareholder in Tsingtao Brewery, with approximate 31% stake. Anheuser-Busch InBev will retain minority share of approximately 7%
►► Singyes Solar IPO US$58m
• CapitaLand LF (Cayman) Edward Kim, Holdings and Fried Frank CapitaLand AIF Limited are to restructure senior secured redeemable convertible bonds due 2012 in aggregate principal amount of RMB1.2bn issued by Heng Yue Holdings • Singapore-listed CapitaLand one of Asia’s largest real estate companies
Firm: Grandall Lead lawyers: Liu Wei, Li Chen Client: Singyes Solar Firm: Conyers Dill & Pearman Client: Sponsor & underwriters
Liu Wei, DLA Piper
Liu Wei, Grandall
Firm: Gordon Ng & Co Client: Sponsor & underwriters Firm: Hogan & Hartson Client: Sponsor & underwriters Firm: King & Wood Client: Sponsor & underwriters
8
►► Zhongjin Lingnan – Perilya takeover US$30m Firm: Cochrane Lishman Client: Perilya
Firm: DLA Piper Lead lawyers: Liu Wei, Jeffrey Mak Client: Singyes Solar
Firm: Blake Dawson Lead lawyers: Roger Davies, Matthew Kwan Client: Zhongjin Lingnan
| CHINA/HONG KONG | ►► Real Gold Hong Kong IPO
| CHINA/AUSTRALIA | | CHINA/HONG KONG |
through by Perilya shareholders and approved by Australia’s Foreign Investment Review Bureau • Zinc and ore mined by Perilya could be sent to China for smelting as early as 2010 • Deal first instance of Australian Foreign Investment Review Board approving Chinese majority ownership of an Australian resources company since Sinosteel’s 2008 acquisition of MidWest Corp’n
US$132m Firm: Mallesons Stephen Jaques Lead lawyer: Dieter Yih Client: Real Gold Firm: Latham & Watkins Lead lawyers: John Otoshi, David Zhang Client: Real Gold Firm: King & Wood Client: Real Gold Firm: Conyers Dill & Pearman Client: Real Gold Firm: Gordon Ng & Co Client: Underwriters Firm: Hogan & Hartson Client: Underwriters
• Zhongjin Lingnan’s proposed US$30m (A$45.5m) purchase of a 50.1% stake in Perilya voted
• Inner Mongolia-based Real Gold Mining set to be first sizeable Hong Kong listing of the year. Has tapped Citi as sponsor and Macquarie as joint bookrunner on deal • Offering is comprised of 90% tranche for institutional investors while remaining 10% will be allocated to Hong Kong’s retail investors
| MACAU/HONG KONG | ►► Mandarin Oriental Macau sale US$205m Firm: Winston & Strawn Lead lawyer: Michael Phillips Client: Mandarin Oriental • Winston & Strawn’s associate Hong
• Deal expected to be completed by end of May and will require shareholders’ approval
| CHINA | ►► Gale International Changsha eco-city project Firm: Lovells Lead lawyer: Andrew McGinty Client: Gale International Firm: Hu Nan Jin Zhou Law Firm Client: Management Committee of West Changsha Pioneer Zone • Gale International and the Changsha Municipal Government of Hunan Province signed a Framework Agreement to plan, develop and operate Meixi Lake District • Meixi Lake District will form the core of a 1,200km², specially designated resource-saving and environmentally friendly development zone • Development expected to start by mid-2009
| CHINA | ►► Airbus China JV
Firm: Jun He Client: Underwriters
Roger Davies, Blake Dawson
• China’s third-largest zinc producer Shenzhen Zhongjin Lingnan Nonfernet Co received all approvals Kwan Matthew, Blake Dawson needed to take over Australian zinc-lead miner Perilya
Kong firm, Luk & Co, represented Mandarin Oriental on sale of its 50% interest in the Mandarin Oriental Macau to Stanley Ho’s STDM
Firm: Clifford Chance Lead lawyer: Kelly Gregory Client: Airbus Firm: Jia Yuan Clients: Chinese industrial partners • Airbus is setting up a joint venture with a Kelly Gregory, group of Chinese Clifford Chance industrial partners for a manufacturing centre in Harbin, in northeast China • Factory will produce aircraft composite material parts and components for several Airbus aircraft • Chinese partners are Harbin Aircraft Industry Group, Hafei Aviation Industry, Avichina Industry & Technology and Harbin Development Zone Heli Infrastructure Development
Michael Phillips, Winston & Strawn
ISSUE 6.2
NEWS | deals >>
| CHINA/HONG KONG | ►► HK Electric China power plants acquisition US$733m
►► YOUR MONTH AT A GLANCE (Cont) Firm
Jurisdiction
Deal name
Mallesons Stephen Jaques
Hong Kong/Malaysia
CVM Minerals Hong Kong IPO
Value (US$m)
Deal type 17
Equity
132
Equity
China/Hong Kong
Real Gold Hong Kong IPO
China/UK/Australia/ Hong Kong
Chinalco – Rio Tinto stake acquisition
Richards Butler
Hong Kong/Malaysia
CVM Minerals Hong Kong IPO
17
Equity
• HK Electric acquired Jamie Barr, Lovells 45% stake of three China power plants from major shareholder Cheung Kong Infrastructure Holdings
Shu Jin
China/Hong Kong
Come Sure Group Hong Kong IPO
12
Equity
Simpson Thacher
China/Hong Kong
YGE – Cyber Power acquisition
78
M&A
Teresa Teixeira da Silva
China/Hong Kong
Come Sure Group Hong Kong IPO
12
Equity
Walkers
China/Hong Kong
ARA Nanjing IFC acquisition
• Under agreement, HK Electric will acquire entire issued share capital of Outram, an indirect wholly owned subsidiary of Cheung Kong
Wachtell, Lipton, Rosen & Katz
China/UK/Australia/ Hong Kong
Chinalco – Rio Tinto stake acquisition
Winston & Strawn
Macau/Hong Kong
Mandarin Oriental Macau sale
Firm: Lovells Lead lawyer: Jamie Barr Client: HK Electric
19,500
M&A
234
M&A
19,500
M&A
205
M&A
Does your firm’s deal information appear in this table? Please contact
| CHINA/HONG KONG |
alb@keymedia.com.au
61 2 8437 4700
►► YGE – CYBER POWER acquisition US$78m Firm: Freshfields Lead lawyer: Calvin Lai Client: YGE committee Firm: Simpson Thacher Client: YGE
Calvin Lai, Freshfields
Firm: Han Yi Lead lawyer: Hu Jun, Vita Zhu Client: Grand Avenue • Photovoltaic product manufacturer Yingli Green Energy acquired Cyber Power from sellers, Grand Avenue • Deal included issuance of up to US$50m senior secured convertible notes by YGE to Trustbridge • Simpson Thacher was international counsel to YGE and Hanyi advised seller, Grand Avenue
| CHINA/BANGLADESH/ SINGAPORE/JAPAN | ►► Fast Retailing Singapore textile manufacturing JV US$80m Firm: Lovells Lead lawyers: Jamie Barr, Rika Beppu Client: Fast Retailing • Fast Retailing, Tokyo listed apparel retailer and brand owner of UNIQLO, www.legalbusinessonline.com
and three other partners have set joint venture in Singapore, with aim of fabric and garment manufacturing in Bangladesh • PRC company Pacific Textiles Holdings and Crystal International Limited are to join venture with Ananta Group of Bangladesh
| CHINA/SINGAPORE/JAPAN | ►► CIC–ProLogis acquisition US$1.3bn
Firm: JSM Lead lawyers: Phillip Smith, Andy Yeo Client: ProLogis Firm: Allen & Gledhill Client: GIC Real Estate • ProLogis, leading global provider of distribution facilities, has sold its PRC operations and property fund
interests in Japan to affiliates of GIC Real Estate, real estate investment arm of Government of Singapore Investment Corporation • Deal part of ProLogis’ goal to reduce direct debt by approximately US$2bn in 2009 through reduced fund contributions, asset sales and ceasing all new development starts
| CHINA/HONG KONG | ►► Come Sure Group Hong Kong IPO US$12m Firm: Loong & Yeung Client: Come Sure Group Firm: Appleby Client: Come Sure Group Firm: Shu Jin Client: Come Sure Group
Firm: Teresa Teixeira da Silva Client: Come Sure Group • Come Sure Group, a manufacturer Phillip Smith, JSM of paperboard and packaging products, has commenced IPO in an attempt to raise HK$91.7m • CSG has three production Andy Yeo, JSM plants in Shenzhen, with an annual production capacity of 284 million sqm of corrugated paperboards and 250 million pieces of corrugated carton for packaging
9
NEWS | analysis >>
Analysis
Cross-Strait legal cooperation strides ahead Lawyers on both sides of the Strait expect to benefit from improving economic ties between the mainland and Taiwan
I
n what was perhaps the biggest news for the legal industries on both sides of the Taiwan Strait, the mainland lifted the ban on Taiwan residents from becoming PRC-qualified lawyers. The move saw the first Taiwan resident, Zhu Xiangyang, permitted to practise law in the mainland in January this year. Just as the direct transport and direct postal links, commenced last December, will give a valuable boost to the economic ties between the two sides, the opening up of the mainland legal market to Taiwan residents will stimulate more cooperation and business opportunity for law firms on both sides of the Strait.
“Permitting Taiwan residents to practise law in the mainland is a good move, which will promote positive crossstrait relations,” said Dong Xiao, partner at Dong Xiao, Beijing Lantern. “The Beijing Lantern move allows lawyers from both sides to learn from each other and better understand each other’s legal system.” Under the general rules, Zhu Xiangyang is required to take a oneyear internship in a law firm before he can be granted a lawyer certificate to be a fully PRC-qualified lawyer. He is currently a trainee lawyer with Beijing Lantern, working with partner Dong Xiao. In April 2008, the Ministry of Justice allowed Taiwanese to sit the mainland judicial exam and 37 out of over 600 Taiwanese candidates passed the exam in September last year. Many of them are now applying for internship with firms in Beijing and Shanghai. According to the administrative measures issued by the Ministry of Justice last December, qualified Taiwan lawyers with a PRC licence can even become partners of domestic firms. PRC firms are welcoming the measures and expect Taiwan lawyers and partners to bring more business to mainland firms. “Local firms with Taiwan lawyers can provide value-added legal services to Taiwanese companies and investors doing business in the mainland. These firms will attract more Taiwan clients and instructions on cross-strait deals,” said Dong.
Mainland companies to invest in Taiwan
Since the mainland let in Taiwan companies in the early 1980s, their investment in the mainland has reached US$47.66bn by the end of 2008, accounting for 5.6% of the mainland’s total FDI inflows. 10
Providing legal services for Taiwan companies investing into the mainland has been regarded as an established and traditional practice in many firms. The most anticipated new trend and area of growth is facilitating mainland investment into Taiwan. The regions are expected to sign a financial industry memorandum of understanding later this year. Lawyers from both sides are looking forward to a surge in mainland investors into Taiwan after the memorandum is signed. Mainland financial institutions are likely to lead the new wave, as the Bank of China (BOC) and Industrial and Commercial Bank of China (ICBC) are reportedly eyeing a stake in Taiwan’s Mega Financial Holding and seek to enter the island market. “A significant number of companies in Taiwan are in need of capital and are hoping to attract investment from mainland companies,” said Wang Guangming, managing partner of the Dacheng Shanghai office. “We expect Taiwan to allow mainland companies to enter its market soon. Letting in mainland investment will help the Taiwan economy to recover from the global financial crisis.” Last November, Dacheng launched The Cross-Strait Legal Service Center (“the Center”) in Shanghai, a joint initiative of the firm and the Taiwan All-China Federation of Industry and Commerce (“TAFIC”). The Center aims to provide legal services for both Taiwan and mainland clients, and has a particular focus of filling the gap in legal services for those who intend to invest in Taiwan. “With improved cross-strait relations, our domestic clients are increasingly interested in investing into Taiwan. We are proactively taking steps to facilitate client needs,” said Wang.
Concerns about competition
The ability of the Taiwan residents to take the PRC bar exam and be admitted ISSUE 6.2
NEWS | analysis >>
►► Dacheng’s innovative cross-strait expansion As part of its strategy to build up a platform to assist clients in cross-strait trade, investment and business development, Dacheng has masterminded a new approach for expansion. A firm named Taiwan Dacheng Law Firm has been established in Taiwan, managed by Dr Lai Laikun, dean of the Institute of Law at Hsuan Chuang University. The Taiwan local partnership is a separate legal entity from Dacheng but will serve as the Taiwan branch of Dacheng. The two will share resources, branding, and IT infrastructure, and aim to have the same standards for client service, quality control procedures.
is a welcome development. But there have been some concerns over how competition between their legal markets will develop. The main question is whether Taiwan firms will lose more legal talent to mainland firms, as more lawyers are lured by the higher earning potential and larger market in the mainland. “The mainland legal service market is lucrative, and the new measure will attract more Taiwan lawyers to practise in mainland firms,” said Dong. However, Baker & McKenzie’s Taipei managing partner H Henry Chang remains doubtful about the effects on the two legal markets. “Sharing of legal talent will undoubtedly increase as the cross-strait trade and investment relationship grows but it will not become interchangeable as a result of the current trade liberalisation polices,” Chang said. “For the time being and for the short term, we will see more inter-firm cooperation in cross-strait business deals.” Another question remains, as to whether Taiwan is likely to reciprocate and open its bar to mainland lawyers. This seems unlikely, as an official in Taiwan ruled has out the measure, giving differences in the legal systems and an overcrowded local industry as the reasons. ALB
两岸律师合作新发展
允
许台湾居民参加国家司法考试，并在取得国家法 律职业资格后在大陆从事律师职业，可谓是近期 海峡两岸法律界最大新闻。今年1月，朱襄阳成为首位 在大陆取得律师执业资格的台湾居民。 去年12月两岸直航直邮的启动为双方的经济发展带来 巨大推动作用。大陆法律市场面向台湾居民开放将进一 步促进海峡两岸律师业的合作，创造更多业务机会。 北京兰台律师事务所合伙人董箫表示：“允许台湾居 民赴大陆从事法律服务是一项积极举措，旨在推动两岸 建立良好的经贸合作关系。同时，该举措可促进双方律 师相互学习，更好的了解对方的法律体系。” 和大陆律师要求一样，通过司法考试的台湾居民需 在律所实习一年后，才可正式获得大陆律师执业资格 证书。目前，朱襄阳正在北京兰台所进行实习，董箫为 他的指导律师。 自2008年4月开始，司法部允许台湾居民参加大陆 的司法考试，在600余位参加考试的台湾居民中，有37 人通过去年9月的考试。其中多数人正向北京和上海 的律师事务所申请实习机会。 根据司法部去年12月公布的管理规定，获中国律 师执照的台湾律师甚至可担任国内律师事务所合伙 人。中国律师事务所对该管理措施表示欢迎，并预计 台湾律师和合伙人的加入将为大陆事务所带来更多 业务机会。 董箫表示：“本地律所吸引具有大陆执业资格的台湾 律师加入后，可为在大陆投资的台湾企业和投资人提 供增值法律服务。事务所将吸引更多台湾和大陆客户， 为日益频繁的海峡两岸民商事交往提供法律服务。”
期待陆资入台
自80年代初大陆向台湾企业开放市场以来，截至2008 年底，台商在华投资已达476.6亿美元，占大陆外商直 接投资总额的5.6％。 为赴大陆投资的台湾企业提供法律服务是很多事 务所较为成熟的传统业务领域。业内预计，为赴台湾 投资的大陆企业提供服务将成为全新趋势，亦是重要 的业务增长领域。
预计今年年初，海峡两岸将签署金融行业谅解备忘 录。备忘录签署后，双方律师预计大陆投资人赴台将 掀起热潮。大陆金融机构很可能引领全新投资浪潮， 据报道，中国银行和中国工商银行有意收购兆丰金融 控股股份有限公司股权，寻求进入台湾市场。 大成上海办事处主管合伙人王光明表示在当前经济情 况下，台湾有大量企业需要资金，他们很关注和期待大陆 对岛内企业的投资。对大陆开放投资可帮助台湾经济尽 快在全球金融危机中复苏。“我们预计随着两岸三通，以 及台湾对大陆的进一步开放，陆资入台之箭在弦待发。涉 台法律服务将成为大成未来的业务增长点之一。” 去年11月，由大成和中华工商联（台湾）联合发起组建 的两岸法律服务中心在上海成立。该中心旨在为台湾和 大陆客户提供双向且全面的法律服务，尤其侧重为赴台 投资人搭建一个平台，弥补目前法律服务方面的空白。 王光明表示：“随着两岸经贸合作关系不断改善，国内客 户对赴台投资的兴趣日趋浓厚。我们正先行一步，针对 客户需求积极做好准备。”
对竞争的隐忧
大陆法律服务市场对台湾居民的开放虽然受到普遍 欢迎，但业界对两岸律师业潜在的竞争关系也有部 分隐忧。 主要问题在于，在较高收入预期和更大市场的吸引 下，越来越多的台湾律师希望赴大陆工作，台湾本地 律师事务所是否会流失更多人才。董箫表示：“大陆法 律服务市场潜力巨大，新管理规定将吸引更多台湾律 师赴大陆执业。” 但贝克•麦肯思台北办事处主管合伙人 H. Henry Chang 对新规定可能对两岸法律市场产生的影响仍存疑 虑。他表示：“毫无疑问，两岸贸易和投资关系的增长，将 促使两岸法律人才的交流与共享。但在短期内，两岸之间 的交易将更多采用律师事务所之间合作的方式进行。” 另一个问题在于，台湾是否愿意以对等方式向大陆律 师开放法律服务市场。鉴于法律体系的差异和台湾本 地行业的饱和状态，台湾官方已否定类似举措，目前看 来，台湾向大陆开放法律服务市场希望不大。
►► 海峡两岸经贸交流
商务部台港澳司发布的统计显示，２００ ８年１至１２月，两岸贸易额达１２９２．２ 亿美元，同比上升３．８％。 其中，大陆对台湾出口为２５８．８亿美 元，同比上升１０．３％；自台湾进口为１０ ３３．４亿美元，同比上升２．３％。大陆 逆差为７７４．６亿美元。台湾是大陆第七 大贸易伙伴、第九大出口市场、第五大进 口来源地。 统计还显示，２００８年全年，大陆共批 准台商投资项目２３６０个，同比下降２８ ．５％；实际使用台资金额１９亿美元，同 比上升７．０％。截至２００８年１２月底， 大陆累计批准台资项目７７５０６个，累计 吸收台湾直接投资４７６．６亿美元。按实 际使用外资统计，台资在大陆累计吸收境 外投资中占５．６％，排在第五位。
►► Mainland bar opens to Taiwanese April 2008
September 2008
December 2008
January 2009
Ministry of Justice announced regulations giving the green light for Taiwanese to take the national judicial examination to obtain qualifications to practise law in China
658 Taiwanese took the annual bar examination in September. For the 37 who passed, the legal certificate allows them to practise in the mainland
Ministry of Justice promulgated The Administrative Measures for the Practice of Law in the Mainland by Taiwan Residents Holding the National Legal Profession Qualifications, which came into force on 1 January 2009
Zhu Xiangyang became the first Taiwan resident to be permitted to practise law in the mainland
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NEWS | analysis >>
Analysis
International firms jockey for position amid downturn Some international firms are remaining impressively optimistic about the prospects for expanding their operations in Greater China and others are already feeling the pinch
W
ith the global economic downturn overshadowing much of the region, many international firms in Greater China are looking at the essentials and reassessing their business models. A majority have announced budget cuts or adopted other strategies to keep themselves buoyant, while some have decided to downsize. However, a few firms still see opportunity to expand at this time. US firm WilmerHale, for example, is in the process of applying for a licence to open its second China office, in Shanghai. (The firm’s only Asian office, established in 2004, is in Beijing). UK firm Simmons & Simmons is reportedly looking at a plan to set up an office in Beijing, its second in mainland China. The firm is particularly interested in serving clients in the energy sector, after hiring Brian Downie, from Minter Ellison, in Hong Kong as head of its international projects group in Asia last November. Eversheds, another UK firm, is also on an expansion drive. Having opened an office in Shanghai in 2006, it has now lured five partners from DLA Piper and one from Fried Frank as part of its plan to launch a Hong Kong office in March. The new partners are: banking partners King Tak Fung and Michael Yau; litigation partners Ivan Ng, Ronald Sum and William Leung from DLA Piper’s Hong Kong office;
and corporate partner Stephen Mok from Fried Frank’s Hong Kong office. In January, Eversheds opened its Singapore office and appointed Desmond Ong, formerly DLA Piper’s Singapore managing partner, to head the new office. The firm’s Asia practice and expansion is headed by partner Nick Seddon, who joined from Heller Ehrman last October. He was formerly the head of Asia at DLA Piper. “From a recruitment point of view, it’s a good time to expand in Hong Kong because many firms are downsizing and there’s a lot of talent available in the market,” said Seddon. He noted that all the partners recently appointed were not part of any downsizing but valuable practitioners. Three of the new partners will be focusing on litigation, an area that will deliver strong growth prospects for 2009. “Recruiting people who have solid business will help a firm expand profitably and weather the economic downturn,” added Seddon. The next thing on his agenda is hiring associates for the Hong Kong office. Some industry observers believe that a new measure, recently introduced by DLA Piper, that requires all partners to make a capital contribution was part of the reason for the departure of the five partners. In response, DLA Piper’s Asia managing director Alastair Da Costa stated: “As with many large law firms, we have a capital requirement
“Recruiting people who have solid business will help a firm expand profitably and weather the economic downturn” Nick Seddon, Eversheds 12
ISSUE 6.2
NEWS | analysis >>
of our partners and we see this as an important part of the status of partnership in our firm. All partners in our firm, wherever based, have this obligation to input capital. “Those departing partners have decided to join a smaller firm and pursue other interests. They go with our good wishes.” In the past few months, a number of other firms have also established themselves in China or announced plans to add one or more offices to their China practices. These include Proskauer Rose, Miller Canfield, Loeb & Loeb, Bird & Bird, Slaughter and May and Spanish firms Cuatrecasas and Uría Menéndez. But as Frazer Xia, managing director of China Legal Career, pointed out, most of these firms handed in their applications last Frazer Xia, CLC year when the crisis
was less obvious and are still opening offices because of the momentum of decisions made in the past. However, there is still an upside to the downturn. “This downturn could mean opportunities for firms to recruit a team quickly and less expensively. Were it still a booming market like that of the first half of 2008, it would be hard to imagine hiring many partners in a short period of time,” said Xia. With uncertainty in the market, firms will continue to cut back on hiring. But Xia has predicted that lateral hires could still happen this year. In addition to new firms entering this market, there will be other drivers for partner moves. “Some firms will take stock of valuable partners in anticipation of market turnaround in the future, while partners with a book of business in labour, litigation, bankruptcy and restructuring are looking for places where they could be better compensated,” said Xia. ALB
国际律所逆流而上
在
全球经济低迷的阴霾覆盖下，大中华地区诸多 国际律所正着力评估核心业务，重新调整业务 模式。多数事务所宣布削减预算和降低成本以避免亏 损，有些则决定裁员和缩小规模。 尽管如此，仍有少数事务所在低迷的经济环境中把握 扩张机遇。例如，美国威凯平和而德律师事务所正在申 请执照，计划在上海成立第二家中国代表处（该事务所 目前仅有一家亚洲办公室，2004年在北京成立）。 另据报道，英国西盟斯律师事务所正计划扩大大 中华地区业务。该所在香港以及上海设有代表处， 目前正在筹备申请在北京成立大中华地区第三家代 表处。西盟斯去年11月将铭德律师事务所香港办公 室的Brian Downie招至麾下，担任亚洲区跨国项目主 管，此后便尤其注重为能源领域客户提供服务。总部 位于北京的诸多潜在能源领域客户可能是促使该所考 虑设置北京办公室的原因之一。 另一家英国律所安永实亦在壮大其在大中华地区 的业务规模。于2006年成立上海代表处后，近日， 该所将欧华香港办公室的五位合伙人和 Fried Frank 的一位合伙人招至麾下，为筹建其香港办公室奠定 坚实基础。 新合伙人包括，银行业务合伙人 King Tak Fung 和 Michael Yau，诉讼业务合伙人 Ivan Ng、Ronald Sum 和 William Leung，以及来自 Fried Frank的公 司业务合伙人 Stephen Mok。此前不久，安永实成 立新加坡办事处，并任命欧华前新加坡主管合伙人 Desmond Ong担任主管。 事务所的亚洲业务和扩张计划由合伙人 Nick Seddon 负责，他去年10月离开海陆律师事务所加入 安永实。此前，他曾担任欧华亚洲区主管。 Seddon 表示，从招聘角度出发，目前是扩大香港 业务的良机，原因在于，很多律师事务所正裁减人 员，市场上有大量优秀人才。但他指出，近期在香 港任命的所有合伙人并非其它事务所裁减的人员，而 是十分宝贵的业内专才。在新任命的合伙人中，有三 位专门处理诉讼领域的业务，该业务领域在2009年拥
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有强劲增长前景。 Seddon 认为：“招聘有丰富业务经验和固定客户的 律师可帮助事务所良性扩张，创造更多利润，从而比 其它事务所更好的应对经济危机。”他还透露，为香 港代表处招聘律师将成为他下一步工作内容。 部分业内观察人士认为，欧华近期引入新管理规 定，要求全球各地合伙人参与资本出资，这是五位 合伙人离职的原因之一。 对此，欧华亚洲执行总监 Alastair Da Costa 表 示：“与很多大型律师事务所一样，我们对合伙人有 资本要求，我们认为这是保证事务所合伙制的重要 方式之一。无论在何地办公，所有事务所合伙人均 有义务投入资本。” 他认为：“决定离开欧华加盟规模较小事务所的合 伙人将有其他发展机遇。我们祝愿他们在全新工作 平台发展顺利。” 过去数月内，多家其它事务所亦在中国成立新代 表处或宣布扩大中国业务的计划（包括普士高、 明康、乐博、鸿鹄、司力达以及西班牙律师事务所 Cuatrecasas 和 Uria Menendez）。 但华律伟业咨询有限公司总经理夏海宁指出，多 数事务所去年提交申请时，经济危机的影响并不显 著，很多事务所正基于过去的决定继续推进成立新 代表处的计划。 不过，经济低迷的环境也不乏有利因素。夏海宁认 为：“在经济低迷时期，事务所可更为快速且成本更 低的招聘业务团队。在2008年上半年一片繁荣的市场 情况下，短时间内招聘多位合伙人几乎不敢想象。” 鉴于市场仍存在不确定因素，律师事务所将继续 紧缩招聘规模。但夏海宁预计，今年仍会出现横向 招聘。除新所进入市场的因素外，还有其它合伙人 流动的推动因素。 夏海宁认为：“为迎接未来的市场复苏，有些事务 所会储备高价值合伙人，而劳动法、诉讼、破产、 重组等热门业务领域的合伙人则希望进入回报更为 丰厚的事务所工作。”
news in brief >> Guangzhou sees first UK firm UK firm Wragge & Co has officially launched an office in Guangzhou. It is the first UK firm with a representative office in the city and the fourth international firm there. The firm first entered Guangzhou in 2007 by sharing offices with French firm Lefèvre Pelletier & associés. There is no resident partner in Wragge’s Guangzhou office, but partners Christopher Hughes, head of international, and Gordon Harris, head of the firm’s Far East operations, will work in Guangzhou when required. The Guangzhou office will work closely with the firm’s Hong Kong office, which is headed by partner James Ng. The other three international firms with representative offices in Guangzhou are DS Law Firm and Lefèvre Pelletier & associés from France, and US firm Frederick W Hong Law Offices.
英国律所首次登陆广州
英国睿阁律师事务所广州代表处近日正式开业，这是英 国第一家律师事务所在广州开设的代表处，也是第四家 在广州开设代表处的境外律师事务所。2007年，该律所 与法国励法律师事务所合作第一次进入广州。 据悉，睿阁律师事务所广州代表处将不设常驻合伙 人，但是，其远东负责人Gordon Harris将在根据需要随 时赶赴广州工作。在香港负责人James Ng的管理下，广 州分所将和香港分所紧密合作。 其他三家在广州设代表处的外国律所分别是法国德 尚律师事务所、法国励法律师事务所和美国康永华律 师事务所。
Freshfields active in charity work For over eight years, Freshfields has run The Final Hour Appeal (FHA), an annual event that is part of its community investment program in China. The firm’s partners and staff donate the last hour of their salary through the FHA to an agreed charity each year. The money raised by the firm’s China offices as a result of the 2008 FHA will support the Children’s Medical Foundation (CMF) and will fund a Neo-natal Intensive Care Unit (NICU) in a Chinese hospital and associated specialised training. The firm has 344 staff in China and the total amount raised was HK$296,000. For mathematicians, it will be clear, then, that the average hourly wage at Freshfields China is about HK$860.46.
富而德积极参与慈善事业
富而德律师事务所开展最后一小时诉讼（FHA）计划已 超过8年，该计划为年度活动，是富而德在中国进行社 区投资计划的组成部分。富而德合伙人和员工每年通过 FHA 计划向最后一小时薪金捐赠慈善机构。
通过2008年FHA计划由中国办事处募集的资金将 捐赠儿童医健基金会（CMF），还将为一家中国医 院的新生儿重症监护病房（NICU）和相关专业培训 提供资金。 富而德在大中华区拥有344位员工，总计捐赠金 额约为296,000港币。 通过简单的计算可以得知， 富而德大中华区员工2008年的平均小时收入约为港 币860元。
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NEWS | analysis >>
Analysis
International LLM program for judges pushes court reform forward
A revolutionary LLM program has been initiated to help advance judges’ ability to handle foreign-related and complex disputes. ALB China speaks to participating judges, legal educators and lawyers about the significance of this new approach to China’s business prosperity
T
he spring of 2009 brings additional celebration for 30 mainland Chinese judges, as they have been offered a place in the specially designed LLM program by the Law School of Hong Kong’s City University (CityU). The program is organised under a tripartite arrangement by CityU, the National Judges College of the Supreme People’s Court of the PRC and Columbia Law School. It is significant for court reform as it spearheads the government’s efforts to widen the exposure of China’s judiciary to international legal knowledge. It is the first time that legal authorities have sent Chinese judges to further their legal studies at postgraduate level outside the mainland.
Courts struggle to keep up with new challenges
One of the main motivations behind the launch of this LLM program in Hong Kong is that many of the 200,000 judges at all levels in the country’s courts lack expertise in international law. Previous rulings on international business disputes such as intellectual property protection have been criticised for not meeting global standards and perhaps damaging the 14
country’s business environment. As a result, many overseas investors regard arbitration as the preferable method to resolve disputes with domestic counterparts. Meanwhile, the frequent occurrence of business disputes involving international parties is increasingly putting pressure on courts to widen their judges’ knowledge and skills. Zhao Junping, a judge of Hohhot Municipal Intermediate People’s Court of Inner Mongolia and the monitor student (informal class leader) of the LLM program in CityU, said: “Foreignrelated cases have increased rapidly in recently years. Impartially protecting all concerned parties’ rights, whether foreign investors or local enterprises,
should be undertaken by all judges. Learning in CityU helps enhance our ability to follow this procedure.”
The need for further improvement
China’s joining of the World Trade Organization has had a tremendous impact on the development and reform of its compliance with international law. There is an urgent need for a competitive economic entity to train judges to prepare for the updated rulings in the context of globalisation. “Due to the reform, the quality of Chinese judges has been much improved,” observed Rainer Burkardt, Squire Sanders’ head of the SinoGerman practice team in Shanghai. “Now all judges in China are required to pass a comprehensive examination to sit on the bench. The exam is identical to the exam lawyers must pass. It covers administrative law, civil law, civil procedure and criminal law.”
►► Quick facts about the CityU LLM program for mainland judges • One-year program designed under tripartite agreement by CityU, the National Judges College of the Supreme People’s Court of the PRC and Columbia Law School • Program includes one-month study tour at Columbia Law School in the US in the summer term • Two courses have been especially designed for Chinese judges: 1) The Glory, Misconception and Future of Common Law; 2) Judiciary Agony – Judgment Writing • Elective courses including Law of Contract, Law of Tort, Constitutional and Administrative Law, Current Issues in WTO Law, Advanced Study of Antidumping and Countervailing Measures, Law and Development, International Trade Law, International Investment Law, Law and Business in Asia, etc • Funded by Fu Tak Iam Foundation
“In the past decade, the court and legal systems have been improved tremendously. However, they still need to be further improved to be able to better facilitate China’s economic development. This program is one of the steps the government is taking to tackle some of the hurdles” Wang Guiguo, Dean of Law School at CityU ISSUE 6.2
NEWS | analysis >>
One of the most prominent changes was the government’s participation in activities that improve the quality of judges by boosting international legal education cooperation. “As China’s international stature grows, our legal system must grow with it, complete with the higher competence of our judges,” said Justice Wan Exiang, vice-president of the Supreme People’s Court of the PRC, at the inauguration of the LLM program in Hong Kong. “Upon their completion of studies at CityU, I am confident they will make important contributions to the improvement of the legal system in China.” Professor Wang Guiguo, Dean of Law School at CityU, told ALB China that the LLM program will be conducted annually from 2009, and more mainland judges will have international education opportunities. “I’d say China’s legal system is not perfect rather than it is bad. In the past decade, the court and legal systems have been improved tremendously,” said Wang. “However, they still need to be further improved to be able to better facilitate China’s economic development. This program is one of the steps the government is taking to tackle some of the hurdles.” In addition, another program, branded as “advanced legal training for mainland senior judges”, will be introduced by May 2009, according to Wang. The one-month program is to be set up for 30–35 vice-presidents in charge of foreign affairs from all 35 High People’s Courts of China, under mutual agreement between CityU and the Supreme People’s Court of the PRC, said Wang. The entire program will be delivered in Mandarin, as the English level of middle-aged Chinese judges is generally insufficient for legal educational purposes. The endeavour to stimulate court reform is not limited to the central government level. Many local courts have also been actively organising overseas education and training programs for their judges over the years. A source from Shanghai Law Society noted that Shanghai court has organised international study tours every year, sending a group of judges to the US and Europe each time. www.legalbusinessonline.com
Growing confidence in the courts
An increasing level of willingness by clients to use litigation is emerging, and mirrors the achievement of the court reform efforts. “Now we are more likely to recommend domestic clients to appeal to litigation rather than arbitration to deal with disputes. But, in the past, arbitration was definitely preferred. The reason for the change is the improvement of the quality of judges and legal reform, and the improvement of the sense of judicial
independence,” said Charles Pan, partner from Yao Liang. The business sector is also witnessing the changes, and believes that a better court system and high quality judges are essential for the health of the country’s investment environment. “The increasing number of successful cross-border M&A deals is a good indication that international investors have been more confident in China’s legal system,” said Wang Wei, chairman of the China Mergers and Acquisitions Association. ALB
国际法学硕士课程促进法官精英化 2
009年春节期间，30位来自全国各地的资深法官 经过层层选拔，有幸成为香港城市大学（下简称“ 城大”）中国法官法学硕士课程的首批学员。 该课程由城大、国家法官学院和哥伦比亚大学法 学院三方联合推出，对推动中国的法院改革具有重 要意义。该课程的推出，充分体现了国家为培养内 地法官掌握涉外法律知识，熟练审理涉外案件而采 取的重要举措，也是新形势下探索合作培养更多符 合时代需要的高层次法官专业队伍的有效途径。这 是中国司法机关首次选派国内法官赴大陆境外学习 硕士级别课程。
全力应对全新挑战
在全国各级法院的20万位法官中，很多法官的国际 法知识有所欠缺，这是启动该法学硕士课程的主要 原因之一。与此同时，涉及跨国企业的商业纠纷更 为频繁的出现，对法官提高专业知识和技能的要求 与日俱增。 内蒙古呼和浩特市中级人民法院法官赵俊平现为 城大法学硕士班班长（非正式班级负责人），他表 示：“近年来，与境外事务相关的案件快速增加。无 论对于境外投资人，还是本地企业，所有法官都应 公正保护各方权利。在城大的学习可帮助我们巩固 专业知识，有利于司法公正。”
法院改革继续深入
近年来，随着国内市场对外开放程度日益提高，经 济社会发展的现状对法官审理涉外案件的能力不断 提出新的挑战。 翰宇律师事务所上海代表处中德业务团队主管 Rainer Burkardt 认为：“改革之后，中国法官的业务 水准得到显著改善。现在，所有中国法官必须通过 内容宽泛的考试才有资格审理案件。该考试与律师 必须通过的考试如出一辙。内容涵盖行政法、民法、 民事程序和刑法。” 在改革过程中，最显著的变化是政府通过促进国际 法律教育合作而积极参与提高法官业务素质的工作。 中国最高人民法院副院长万鄂湘在香港法学硕士课 程开学典礼上表示：“随着中国的国际化程度不断提
高，法律体系必须随之完善，对法官业务水平的要求 也不断提高。法官们结束在城大的学习后，我相信， 他们将为中国司法体系的改进作出重要贡献。” 城大法学院院长王贵国教授接受本刊记者采访时 表示，自2009年开始，城大法学院每年都会提供此 项专门的法学硕士课程，将有更多大陆法官获得国 际教育机会。 王贵国教授认为：“应该说，中国的司法体系并不是 不好，只是不够完美。在过去十年内，中国的法院体系 和司法体系得到显著改善。但中国的司法和法院体系仍 需进一步完善，以便更好的推动中国的经济发展。政府 正采取措施克服障碍，该课程仅是其中一步。” 此外，王贵国教授还透露，2009年5月该校还将启 动另一课程，名为“大陆高级法官进阶法律培训”。王 教授介绍，依据城大和中国最高人民法院的合作协 议，在中国各省级直辖市的35个高级人民法院中，将 挑选30至35位负责涉外案件的副院长参与为期一个月 的课程。由于大陆的中年法官的英语水平普遍无法达 到教学要求，全部课程将采用普通话授课。 促进法院改革的努力并不局限于中央政府层面。多 年来，诸多地方法院亦积极为法官安排海外教育和培 训课程，例如上海法院每年都会组织国际学习访问， 安排法官赴美国和欧洲考察进修。
改革奏效信心提升
一部分律师事务所表示，目前寻求通过诉讼解决涉 外纠纷的公司客户数量逐步增加，充分体现法院改 革的成效。 耀良律师事务所合伙人潘燕峰表示：“现在，我们 会更多建议客户提起诉讼，而不是通过仲裁解决纠 纷。但在过去，仲裁绝对是首选解决渠道。出现这 种变化的主要原因包括：法官水平和司法改革显著 改善，司法独立感亦显著改善。 商界人士亦注意到新的变化趋势，认为更好的法 院体系和高水平法官队伍是打造健康投资环境的重 要基础。 全国工商联并购公会会长王巍认为：“跨境并购交 易量不断增加是积极信号，表明跨国投资人对中国 法律体系更有信心。”
“现在我们更倾向于推荐国内客户采用诉讼而非仲裁解 决商业纠纷。但在过去，我们则更推荐仲裁。这个转变的 主要原因是法官素质的提高，司法体系的完善，和司法独 立意识的增强”
潘燕峰, 耀良合伙人 15
NEWS >>
news in brief >> EVERSHEADS recruits DLA Piper managing partner: SINGAPORE LAUNCH UK-based Eversheds has launched in Singapore, appointing DLA Piper’s Singapore managing director to head the new office. The Singapore office will focus on the financial services and technology industries. It will be headed by Desmond Ong, who Desmond Ong, was DLA Piper’s Singapore managing Eversheds director for eight years. The office is the firm’s 41st worldwide and second in East Asia, and is intended to act as the firm’s hub in the region, working closely with the Shanghai office and the soon to be launched Hong Kong office.
安永实聘用前欧华主管领军新加坡办事处
总部位于英国的安永实律师事务所新加坡办事处成立，任 命前欧华新加坡办事处主管合伙人担任其新办事处主管。 新加坡办事处将重点从事金融服务和科技行业的业 务，由 Desmond Ong 担任主管，Desmond Ong 曾担 任 欧华 新加坡办事处执行总监达八年。 该办事处是安永实全球范围内第41家办事处，是东亚 地区第2家办事处，将作为安永实在该地区的业务枢纽， 与上海办事处和即将成立的香港办事处密切配合。
Japan reminds firms to register foreign lawyers The Japan Federation of Bar Associations (JFBA) has issued a letter reminding law firms of existing regulatory requirements that foreign lawyers who intend to conduct legal services need to register with the bar. It intends to restate the existing law and make sure that people do not interpret a previous bar letter – which encouraged all firms to register all their partners – as implying that non-partners practising law within the meaning of the rules also have to register. Zhong Lun’s Tokyo partner Zhang Hefu said that the letter was a reminder of the limitations on legal services that non-registered foreign lawyers can handle, and that the bar did not identify any specific problems that needed to be addressed under current law firm practice. “There’s an increasing number of foreign lawyers and firms in Japan. It’s natural for the JFBA to better regulate the legal market,” Zhang said.
日本提醒律所注册外国律师
日本辩护士（律师）联合会 （JFBA）发函，提醒律师事务所 注意日本政府对外国律师的监管 要求，凡在日本提供法律服务的外 国律师必须至联合会注册。联合会 此前曾发函鼓励所有事务所为所有 合伙人注册，该提醒函旨在重申现 有法律，确保事务所知悉，在规定 范围内实际从事法律服务的非合伙 人亦须注册。 中伦律师事务所东京合伙人张 和伏表示，该函可提醒律师事务所 注意日本政府对非注册外国律师法 律服务范围的限制，且联合会未确 定当前律师事务所业务范围内应解 决的具体问题。张和伏表示：“日 本国内的外国律师和事务所日益增 加。JFBA 希望更好的管理法律服 务市场在情理之中。”
16
SHANDONG
Haier appoints new legal head
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here has been a changing of the guard at well-known whitegoods manufacturer Haier. Su Xiaoxi, who has been part of Haier Group’s legal department since its inception, has stepped down as the head of legal and transitioned to the group’s global operation department to take charge of indirect purchasing and administrative work. Veteran Haier in-house counsel Li Ming has succeeded Su to become the new head of legal. Su, who joined Haier in 1988, has helped build the legal Su Xiaoxi, Haier department from a one-man IP office to a unit of nearly 50 lawyers, a journey which mirrors Haier’s own rise to prominence as one of the world’s largest whitegoods manufacturers. The legal department is now divided into three teams, namely legal affairs, internal control and IP, providing strong legal and compliance support to the group’s operations at a global level. Su noted that he had worked in the legal department for quite a long time, during which he had little direct exposure to the group’s business units. “The transition to the front-line business unit will give me a chance to improve my understanding and controlling capacity of practical business so as to better my legal expertise in the future,” said Su. “This is my decision, to move on to the next stage of my career.” Su will remain based in Qingdao, where Haier Group’s headquarters are located. ALB
HONG KONG
Guantao HK office to strengthen alliance
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eijing-headquartered Guantao has opened its first international office in Hong Kong, in a bullish start to the Year of the Ox. It is the firm’s eighth branch office and is headed by partner Yan Pengpeng, who relocated from Beijing to manage the firm’s Hong Kong development. In addition to client need, its primary reason for the expansion, Yan revealed the more strategic motive behind the opening: “The office will be a platform for strengthening our alliance with Ashurst and Jackson Woo & Associates. It provides a common ground enabling the three firms to collaborate Yan Pengpeng, Guantao closely and share resources … for the clients’ benefit.” Before the opening, Guantao already had an alliance with local Hong Kong firm Jackson Woo & Associates (JWA). Last November, when UK firm Ashurst opened its Hong Kong office and forged a formal association with JWA, Guantao also entered into a non-exclusive alliance with Ashurst. The alliance offers greater access and connection to the global markets for Guantao and its domestic clients, particularly in Europe, who are increasingly participating in overseas capital markets and investing into foreign countries. ALB ISSUE 6.2
NEWS >>
海尔任命新法务部主管
著
名白色家电企业海尔集团法务部近日任命 新部门经理。入职以来始终在海尔集团法 律部工作的苏效玺将不再担任法务部主管，而调 任集团的全球运营部，负责间接采购和行政管理 工作。资深海尔公司法律顾问李明接替苏效玺， 成为新任法务部主管。 苏效1988年进入海尔，帮助海尔法务部由从只 有一名知识产权律师发展成为拥有近50位律师的 部门，见证海尔日益壮大的发展过程，跻身全球 最大的白色家电制造商之一。海尔法务部现分为 三个业务团队，分别为法律事务团队、内部控制 团队和知识产权团队，在全球范围内为集团经营 提供强大的法律和合规支持。 苏效玺表示，他长期在法务部工作，很少直接 接触集团的业务部门。他表示：“转赴一线业务 部门工作将为我提供良好机遇，可提高我对实际 业务过程的了解和控制能力，以便在将来更好发 挥法律专长。这是我自己的决定，我将迈入职业 生涯的新阶段。”苏效玺将继续在海尔集团青岛 总部工作。
观韬涉足香港市场
uk report Linklaters sheds London staff In a bid to boost productivity and profit in the current financial climate, Linklaters recently decided to slash between 100 and 120 of its City lawyers and 130 to 150 members of its business services staff. The restructure by the Magic Circle firm, titled the ‘New World’ strategy, will see 4.8% of the firm’s total workforce slashed and a reduction of 4.2% in lawyer headcount. Whether the cuts will continue through the firm’s international network remains to be seen. Clifford Chance slashes staff count Clifford Chance recently initiated a redundancy consultation involving 880 staff members in their London offices. The Magic Circle firm reportedly appointed 13 employee representatives to assist in the process, and will have two representatives allocated for each of the firm’s six main practice areas, with an additional representative for paralegals. The final cuts are expected to be confirmed by the end of February/early March. The firm stated changes in both the quality and quantity of work coming into the office in many areas as reason for the layoffs. Cadwalader loses London partners to Paul Hastings Cadwalader Wickersham & Taft has lost seven of its London partners to rival firm Paul Hastings. The walkout has left the firm with only four partners in London, and is accompanied by the news that the firm has also suffered a 30% profit plunge, with profit per equity partner (PEP) dropping to US$1.88m from US$2.72m.
CMS looking to merge CMS Cameron McKenna is on the prowl for a merger partner. The firm has reportedly set up a taskforce specifically geared to find a suitable firm to merge with it in the UK. Combining with a similarly sized rival in a merger is just one of the viable options being considered by the firm. According to recent reports, other strategies such as being swallowed up by a larger firm or taking on a small specialist practice have also been discussed. Denton joins in the cutting Denton Wilde Sapte has joined the growing number of UK firms making redundancies in 2009. The firm recently launched a redundancy consultation and says 80 members of staff are at risk of losing their jobs. While the marketing, accounts, facilities and compliance sectors will not be affected, all fee-earning departments except competition, tax and TMT, across London and Milton Keynes, will be under review. The firm’s international offices will not be included in this specific consultation, and the reconstruction & insolvency team may also escape the cuts due to recent increases in work. Fewer partners for Addleshaw Addleshaw Goddard has cut 19 partners from its team, after deciding that there were too many and not enough demand in business. Turnover for the first six months of the 2008/09 financial year was 4% below budget for the firm, which had 177 partners.
北
京观韬律师事务所牛年发展势头强劲，其 首个国际办事处近日在香港正式开业。新 香港办公室是观韬的第八个分支机构，合伙人闫 芃芃已由北京调任香港，担任新办公室主管。 满足客户需求是所有律所规模扩张的主要原 因，除此之外，闫芃芃还透露了香港办公室成立 背后的战略动机。“香港办公室将成为一个合作 平台，巩固观韬与 Ashurst 及胡家骠律师事务所 之间的联盟关系。该办公室使三方紧密合作成为 可能，我们将依托这个平台相互共享资源，共同 为客户提供优质服务。” 香港办公室成立前，观韬已经与香港本地的 胡家骠律师事务所建立联盟。去年11月，英国 Ashurst 律师事务所在香港成立办事处，并与胡 家骠律师事务所联营。观韬由此而成为 Ashurst 在内地的联盟律所。 观韬客户正越来越多的参与海外资本市场， 参与外国市场的投资，该联盟可为观韬及其国 内客户提供更多进入国际市场的机会，尤其是 欧洲市场。
www.legalbusinessonline.com
ROUNDUP • Hammonds recently slashed 77 jobs across the UK offices • Blake Lapthorn has announced a second redundancy consultation, with up to 30 fee earners and support staff in London and the south east facing layoff • Clifford Chance Amsterdam managing partner Jan ter Haar recently replaced Spain managing partner Ignacio Ojanguren on the firm’s management committee and will take responsibility for offices in Western Europe • Berwin Leighton Paisner officially opened its Moscow office in January with the addition of a 70-lawyer team from local firm Pepeliaev Goltsblat & Partners • Simmons & Simmons has closed its Rotterdam office following a two-month consultation and will move the Dutch lawyers, 27 partners and 78 fee earners, to Amsterdam
17
NEWS >>
news in brief >> Worried lawyers hit Google to research redundancies If we needed any further evidence that law firm redundancies have spooked lawyers, look no further than recent statistics from Google that have shown nearly a four-fold increase in the number of users searching the term “law firm layoffs”. Not surprisingly, the spike started in September as a result of the global economic meltdown. The number of “law firm layoff” queries reached a plateau during Christmas but recommenced a steady climb in January. The majority of these queries are coming from the US and Canada. There were 431 reported redundancies globally in November, declining to 388 in December and then rising rapidly to 783 in January. In the face of steady official denials to the contrary, there has been steady speculation that Asia will be the next region to feel the heat.
律师忧心忡忡借助 Google 研究裁员情况
如果需要律师事务所裁员令律师恐惧的进一步证 据，Google 近期的统计数据则是最好例证，统计表 明， “律师事务所裁员”的用户搜索量增加近四倍。随 着全球经济下滑，该搜索量自9月开始激增，并不令人 意外。“律师事务所裁员”的查询量在圣诞节期间趋于稳 定，1月又开始稳步攀升。 多数查询来自美国和加拿大。11月，全球范围内有报 道的裁员人数为431人，12月下降至388人，1月则快速 上升至783人。尽管很多事务所从不正式承认裁员，业内 普遍预计，下一个感受裁员危机的地区将是亚洲。
White & Case SHOWS Gall in tough times White & Case has formed an alliance with Hong Kong boutique firm Laracy Gall in anticipation of a rise in work flowing from corporate failures. The marriage will see Laracy Gall’s co-founder Nick Gall and his 12 insolvency specialist litigators John Hartley, working closely with White & Case’s White & Case banking, capital markets and private equity teams. “With White & Case’s non-contentious practice combined with Laracy Gall’s contentious practice, the alliance is set to provide a more comprehensive service in financial restructuring and insolvency,” John Hartley, head of White & Case’s Asia banking, finance and restructuring practice, told ALB. Nick Gall refuted media claims that White & Case would subsume Laracy Gall. “It’s just an alliance. Laracy Gall will keep its own brand and own team. We are a small firm but we have one of the largest insolvency teams in Hong Kong,” he said.
伟凯与香港戴高律师行结盟
在近期的公司清盘“风暴”中，伟凯律师事务所正式与专门 从事纠纷解决业务的香港戴高律师行签署了联盟协议 通过联盟，戴高的创始合伙人 Nick Gall和12位破产清 算和诉讼领域的专业律师将和伟凯的银行，资本市场以 及私募基金团队紧密合作。亚洲银行金融和重组业务部 主管 John Hartley 表示：“此次联盟将能够优化两所的资 源，共同为客户提供更全面的法律服务。” Gall同时声明，此前媒体报道伟凯并购戴高的消息有 误。“此次合作是以联盟形式进行。戴高将保留自己的 品牌和团队。我们虽然规模不大，但是我们在香港拥有 强大的清算专业团队。”
18
ZHEJIANG
Hangzhou establishes its first legal
X
iaoshan, the most economically developed administrative district of Hangzhou, recently announced the launch of the region’s first legal services centre. The centre is an initiative by local government authorities to facilitate the provision of legal services to business. The typical business in the region is small to medium sized and lacks inhouse legal expertise. The new centre is intended to provide such businesses with reliable information so they can choose the appropriate legal services provider. This initiative is expected to be beneficial as the legal market can be confusing owing to the plethora of law firms, many of which do not have an established, trustworthy reputation. Founded by the Hangzhou Bureau of Justice, the centre utilises more than 120 registered lawyers from 27 firms, including Rosen, Havins & Gu from the US, and Woo Kwan Lee & Lo and Robertsons from Hong Kong. The other 24 firms are leading domestic
firms, such as Zhong Lun, Grandall and JT&N. Lawyers on the centre’s list mainly focus on providing legal services relating to finance, corporate, IP, real estate, international trade & investment, and dispute resolutions. They are grouped into 12 teams according to practice areas. With the registration of 106 member companies on the opening day, the centre is well on its way to bridging the gap between lawyers and companies. More law firms and companies are expected to apply for membership of the centre in coming months. ALB
JIANGSU
Gaopeng & Partners opens two
B
eijing-based Gaopeng & Partners has launched two new offices – in Yangzhou and Taizhou, both in Jiangsu province – as part of the firm’s regional expansion strategy. The two new offices and the Shanghai office will cooperate closely rather than compete with each other under the unified coordination and management of the firm’s Beijing headquarters. There are 28 legal professionals working in the two new offices.
Although the global financial crisis has affected the economy of the Yangtze River Delta region, the legal service market in Jiangsu shows strong growth potential. By the end of 2008, there were more than 900 law firms operating in the province, employing more than 9,000 lawyers, reflecting a large increase compared to a year ago. Jiangsu’s legal industry has also posted record-breaking 2008 revenues of more than RMB2bn (US$294m). ALB ISSUE 6.2
NEWS >>
us report
services centre
杭州成立法律服务 产业发展中心
近
日，首个法律服务产业发展中心在浙江杭 州最发达的经济区萧山揭幕。 该中心由当地政府发起，杭州市司法局出面成 立，旨在加强萧山经济开发区的法律服务。目 前，开发区大量中小型民营企业尚缺乏专业的公 司法务, 成立法律服务中心正是为了向它们提供 可靠信息，以帮助它们在纷繁复杂的市场选择合 适的法律服务渠道。 目前，已有120多名来自27家律师事务所的律师 在该中心登记，其中包括美国的罗圣海沸斯和顾 罗律师事务所，香港的胡关李罗律师事务所和罗 拔臣律师事务所。另外24家国内律所包括中伦、 国浩、金诚同达等。 中心主要在公司业务、金融证券、国际投资、 国际贸易、建筑与房地产、知识产权保护等方面 提供诉讼与非诉讼法律服务。目前，中心已根据 专业领域将律师分成12个工作小组。随着揭幕当 日106家企业的注册，中心开始正式发挥律师和 公司之间的桥梁作用。 预计今后数月，将有更多律所和企业申请成为 中心会员。
Staffcuts at Nixon The US Department of Labor Statistics reports that 1,300 jobs have been lost from the legal service sector so far, and Nixon Peabody has recently joined the ranks of downsizing firms when it laid off 20 attorneys and 36 staffers across its US offices. Nixon Peabody has locations in 15 US cities, as well as four international offices. Bakers lays off in NYC Baker & McKenzie has joined the tally of US firms announcing staff cuts in the wake of the credit crunch. The firm recently confirmed that six associates in the New York office have been made redundant. The laid-off lawyers were given a two months’ severance pay package. Orrick salaries capped Orrick Herrington & Sutcliffe has followed in the footsteps of fellow US firm Latham & Watkins by recently announcing a firm-wide salary freeze for 2009, with pay packets for associates, counsel and senior consultants at the firm set to remain at 2008 levels. The firm claimed economic conditions were the motive behind the salary freeze and has confirmed that year-end associate bonuses will remain at 2008 levels, from US$25,000 for junior associates up to US$50,000 for the most senior associates. Sonnenschein recruits from Thacher Sonnenschein Nath & Rosenthal recently hired an eloquence of lawyers from Thacher Proffitt & Wood after the latter’s dissolution following the collapse of its four-month merger talks with King & Spalding. The US firm acquired 100 lawyers, more than half of Thacher Proffitt’s 195, including 40 partners and
its managing partner, Paul Tvetenstrand. This has brought Sonnenschein’s total headcount to 800. Chadbourne initiates survival strategies Following a firm-wide hiring freeze on legal and non-legal staff, Chadbourne & Parke recently launched a global review of staffing levels in an attempt to ease pressure in the worsening economic conditions. The review aims to decrease support staff across the global network and will be an additional strategy for coping with the economic crisis. Rather than hiring laterally, the firm will be moving lawyers from less busy practice groups to areas that require additional legal personnel. MoFo cuts staff Buckling under the economic pressure, Morrison & Foerster recently joined firms on the laying off list when it announced it will make 53 lawyers and 148 staff across its US offices redundant. The US firm, which also eliminated jobs across its European network, reported a 2% rise in revenue from US$894m in 2007 to US$911m last year, but its average profit dropped by 13%, from US$1.27m in 2007 to US$1.1m in 2008. McDermott joins the lay-off line McDermott Will & Emery has cut 60 associates and 89 support staff from its US offices after recently reporting a 1.2% drop in 2008 revenues from US$978m in 2007 to US$966m last year. McDermott has initiated a fund to assist staff who may face economic hardship and provided affected associates with severance benefits and career counselling services.
new offices 北京高朋落户扬州、泰州
北
京高朋律师事务所同时在扬州、泰州新开 分所，进一步加强其在江苏地区的投入。 由总共28位法律专业人士组成的两个新分所将 在北京总部的统一分工、协调和管理下和上海分 所紧密合作。 尽管金融危机对长三角地区造成不小影响， 江苏的法律服务市场依然表现出强劲潜力。到 2008年底，总共有来自900多家律所的9000多名 律师在江苏执业，律师业务收费突破RMB20亿 元 (US$294m) ，创历史新高。
www.legalbusinessonline.com
ROUNDUP • Associates at Texas firms Haynes and Boone and Fulbright & Jaworski will not be receiving raises any time soon. The 508-lawyer Dallas-based and 437-lawyer Houston-based firms (respectively) reportedly initiated firm wide salary freezes recently. • Freshfields recently launched a US litigation practice, following the hire of Aaron Marcu and Adam Siegel from Covington & Burling and Benito Romano from Willkie Farr & Gallagher • US firm Nixon Peabody has set up an Israel practice group to be based in the US. The practice will be led by Washington DC partners Samuel Feigin and Mark Kass, and will advise on inbound and outbound Israeli transactions • Dewey & LeBoeuf recently closed its San Francisco office, and combined its Bay Area legal and support staff
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NEWS >>
INTERNATIONAL
Spanish firms venture into China A
s Chinese investment into Europe and Latin America grows, Spanish firms, facing escalating competition from their UK and US rivals at home, have found China an increasingly attractive market for future growth. Last month, Spanish giant Cuatrecasas completed the establishment of a significant presence in Shanghai, six months after it was granted a licence to open an office there. The Cuatrecasas Shanghai office is headed by senior associate Omar Puertas, who has been based in Shanghai since the end of 2006 to manage the firm’s development in China. According to Puertas, the aim of this new international office is to accompany clients in their expansion strategies while attracting Chinese investment to Europe and Latin America. The firm has hired senior lawyer Jimmy Tsui, formerly a partner with China’s second largest firm, Dacheng, to increase its knowledge of the country’s market and legal system. Other efforts to reinforce its Shanghai offering to be taken by the firm include hiring two Chinese junior lawyers and relocating a lawyer from Spain to Shanghai.
Shortly after Cuatrecasas announced its plan to open in Shanghai last year, Uría Menéndez, another leading Spain-based international firm, decided to add Beijing to its existing 15-office global network. The Beijing office will be Uría’s first location in Asia and will be the Iberian firm’s first representative office in Beijing. Currently, all Iberian firms operating in China are based in Shanghai. “We feel that Shanghai – home of clients’ operating divisions – is a good location for those willing to provide operational legal support on an ongoing basis. Instead, Beijing, where government and business headquarters are located, is a more suitable location when it comes to inbound and outbound investment work,” said Uría partner Juan Martín Perrotto, who will be heading the Beijing office. It is intended that Uría’s Beijing office will leverage strength in Latin America for the benefit of Chinese investors. The new office will be staffed only by very senior Spanish lawyers experienced in investment work in Latin America and with close ties with that region’s local firms. “We see huge potential
and synergies that may be generated by combining our Asian and Latin American practices,” said Perrotto. He has 14 years’ experience on legal practice in Juan Martín Perrotto, Argentina and Spain, Uría Menéndez working in financial transactions and M&A. “We feel that current asset prices, combined with Chinese demand for natural resources, will turn Latin America into the main destination of Chinese foreign investments in the coming years,” he said. The new entrant to be is well aware of the competition it will face in the market, so it has adopted a strategy to operate from a Beijing office co-located with European “best friends”, Slaughter and May and De Brauw Blackstone Westbroek, following the model established in its Brussels office. In addition, it will work closely with local firms to ensure strong legal representation for its European clients and keep market frictions to a minimum. ALB
SHENZHEN
Grandall leads in SME IPOs
T
he latest statistics from Shenzhen Stock Exchange has revealed that Grandall, King & Wood and AllBright are the leading legal advisors for IPOs on Shenzhen’s small and medium-sized enterprises (SME) board. By February 2009, the total number of IPOs on the SME board was 274. Grandall is ranked as the dominant adviser, having advised on 28 of the IPOs, 10% of the market share. Grandall is followed by King & Wood and AllBright, that have advised on 15 and 14 IPOs respectively. Grandall predicts that technology-driven companies will be under the spotlight on the SME board in 2009. “Among SMEs seeking public listing, innovation-oriented enterprises’ demand for capital will attract more attention and receive more support,” said Charles Guan, managing partner of Grandall Shanghai office. “Sponsoring agencies will actively participate in building a better fund raising environment for SMEs. They will utilise various types of innovative financing resources to facilitate SMEs’ financial needs,” Guan added. ALB
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ISSUE 6.2
NEWS >>
西班牙律所看重国内市场 随
着中国对欧洲和拉美市场的投资增长，同时面对本土市场英国和美国事 务所的激烈竞争，西班牙律师事务所认为中国市场将更具增长潜力。 执照申请获批六个月后，西班牙法律服务巨头 Cuatrecasas于上月在上海 正式成立代表处。 高级律师 Omar Puertas 担任其上海代表处主管。自2006年底，Omar Puertas 便在上海负责该所的中国业务发展。Puertas 透露，上海代表处旨 在配合客户的业务扩张策略，同时吸引中国企业赴欧洲和拉美投资。 Cuatrecasas 聘请高级律师 Jimmy Tsui 加入律师团队，巩固事务所在中国 市场和法律体系方面的服务实力，Jimmy Tsui 是大成律师事务所前合伙人。 为巩固上海代表处，Cuatrecasas 采取的其它措施包括，招聘两位中国年轻 律师，并将一位律师由西班牙调至上海。 去年，Cuatrecasas 宣布在上海成立代表处的计划后不久，另一家总部位 于西班牙的领先跨国事务所 Uría Menéndez 决定开设北京代表处。 北京代表处将成为 Uría 的首家亚洲分支机构，同时也是北京首家伊比利亚事 务所代表处，目前，所有在中国开展业务的伊比利亚事务所均位于上海。 Uría 合伙人 Juan Martín Perrotto 将担任北京代表处负责人，他表示：上 海是客户分支业务的基地，对于希望持续提供经营方面法律支持的事务所而 言，上海是理想的业务所在地。“而北京是政府和企业总部的所在地，对于服 务境内及境外投资业务而言，北京更为适宜。” Uría 北京代表处希望充分发挥事务所在拉美地区的服务优势，使中国投资 人获益。新代表处业务团队将包括资深西班牙律师，在拉美地区投资领域拥 有丰富经验，且与拉美本地的律师事务所保持密切合作关系。 Perrotto 在阿根廷和西班牙法律服务领域拥有14年工作经验，擅长处理金 融交易和并购业务，他认为：“通过将事务所的亚洲和拉美业务相互结合， 我们将获得巨大发展潜力。” 他表示：“我们认为，当前的资产价格以及中国对自然资源的需求会将拉美 市场转变为中国对外投资的主要目的地。” 作为中国市场的新来者，Uría对即将面临的竞争有十分清醒的认识，采 取与欧洲“业务挚友”司力达律师事务所和黑石律师事务所联合办公的方式 经营北京办事处，遵循 Uría布鲁塞尔办事处的经营模式。此外，Uría 还将 与本地律师事务所密切合作，确保为欧洲客户提供卓越服务，将市场摩擦 降至最低。
国浩领携中小企业版上市 项目 深
圳证券交易所的最新统计数据表明，国浩、金杜和锦天城承办的中小 企业板IPO项目数量领先于其他律师事务所。 截止至2009年2月，在深交所上市的中小企业板IPO项目共计274家，其中由 国浩承办的上市公司为28家，占全部项目的10%，位居全国各律务所首位。金 杜和锦天城紧随其后，分别为15和14家。 国浩预计在2009年的深交所中小企业板上市中， 创新型企业将得到更多 的关注。“高新园区科技企业将得到进一步的支持，同时，各保荐机构将积极 参与中小企业金融支持体系的建设，整合各类金融创新资源，‘优中选优’， 最大限度地发挥资本市场的导向和纽带作用，”国浩上海办公室管理合伙人 管建军表示。
►► Top three FIRMS ACTING ON SME LISTINGS Firm
Number of IPOs on the SME board
Grandall
28
King & Wood
15
AllBright
14
www.legalbusinessonline.com
Update >>
Insurance Are extended warranties considered insurance?
I
n China’s emerging legal system, the question of whether an extended warranty or service contract will be subject to increased regulation under the Insurance Law of China remains unanswered. For those interested in undertaking a venture of this nature in the Chinese market, the answer is of fundamental importance. From an entrepreneurial stance, treating the contract as a non-insurance contract will allow potential investors ease of market access. It would not appear practical to subject such contracts to the rigours of insurance law. According to leading Chinese scholars, an insurance transaction should incur a large number of policy holders, an insurable unexpected risk which is identical for each policy holder in the grouping and the payment of a premium. On this basis an extended warranty may then be classified as being within the scope of the Insurance Law. However, this is simply academic opinion. Interestingly, some light has been shed on the issue after the CIRC published (5 January, 2009) formal reply No. (2008)36. As per the formal reply, extended warranties sold in conjunction with appliances at supermarkets in China are not subject to increased regulation as a conventional Chinese insurance contract would be. The basis of the decision was premised on the fact that traditional forms of insurance cover damage caused by accidents. In this case, an extended warranty was linked with the normal wear and tear of a consumer product and not an unexpected accident resulting in damage. However, the decision does not mean all forms of extended warranties and service contracts will be freed from the hold of insurance regulation. Leading Chinese experts lack consensus as to the appropriate regulatory place of an extended warranty in China. Questions regarding a different consumer product, for example, an extended warranty covering car radios, will likely go before the CIRC in the future. In the purest form, an extended warranty for the purchase of a Chinese supermarket appliance is not inherently different from an extended warranty purchased for any other standard consumer product. Regardless, the legal position of an extended warranty remains largely uncertain under Chinese law. As with any business transaction, the risk is inherent. However, market entrants may take steps to reduce potential risk and at present the establishment of a venture whose primary focus concerns extended warranties not subject to insurance regulation remains real. Regardless, foreign investors should proceed with caution. Dr Zhan Hao, Managing Partner Grandall Legal Group Beijing Office Tel: 010-65890699 Fax: 010-65176801 E-mail: zhanhao@grandall.com.cn Web: www.grandall.com.cn
Zhan Hao
21
NEWS >>
SINGAPORE
Update >>
Singapore’s new QFLP
International Tax UK tax payments can now be made by credit card, either online or over the telephone. There is a transaction charge which HMRC passes on to the taxpayer.
H
MRC announced 15 January 2009 that it now accepts online credit card payments for the following UK tax payments: • self assessment • PAYE • corporation tax • VAT • stamp duty land tax • some miscellaneous payments. There is a 1.25% transaction charge for payments by credit card. HMRC does not accept American Express or Diners Club cards. The route for paying by credit card is HMRC’s BillPay service.(www.billpayment.co.uk) Although the HMRC announcement does not mention it, HMRC will also accept credit card payments for self assessment liabilities over the telephone. The transaction charge for this is 0.91% and the number to call is 0845 305 1000. Do not be deterred by the fact that the initial recorded message says HMRC doesn’t accept credit cards – the message should be corrected soon. It should be noted that some parts of HMRC’s website still say that it doesn’t accept credit cards, but these are being updated. Credit card payment will be a welcome option for some, but concerns have been expressed that it could push taxpayers in financial difficulty to clock up expensive debts. When this proposal was first put forward as part of the HMRC’s Powers Review, the Department gave undertakings that it will offer the credit card option but not press for it, and will give taxpayers suitable warnings and advice before accepting payment. On the BillPay site, the warning is a rather brief one saying: ‘Payment by Credit Card could be more expensive for you than other ways of paying as interest may be charged by your card issuer.’ By Debbie Annells, Managing Director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong www.azuretax.com, a member of AzureTax Group (Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370, (Fax) +852 2122 9209 Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation.
22
Debbie Annells
L
ast December, Singapore announced that six firms had fended off 14 others to successfully claim Qualifying Foreign Law Practice (QFLP) licences – licences that will permit them to practise Singapore law in certain areas using Singapore-qualified lawyers. Allen & Overy, Clifford Chance, Herbert Smith, Latham & Watkins, Norton Rose and White & Case – the list of QFLP firms reads like a who’s who of corporate firms. Between them, they boast over 140 years of activity in Singapore, each firm’s name synonymous with high-profile, high-value transactional work in Asia. And while this list may seem complete to some observers, to others it was the omissions that were the most telling. Those that did not make the cut – the likes of Ashurst, Jones Day, DLA Piper, Baker & McKenzie, O’Melveny & Myers, Freshfields, Slaughter and May, Davis Polk, Sidley Austin, Simpson Thacher, Sullivan & Cromwell, Gibson Dunn & Crutcher, and Milbank, or those that did not apply, for example, Linklaters and Lovells. Does this prove that the Singapore legal market is only capable of sustaining a few heavyweights at a time? Or is an opening up imminent? The real story is not how the complexion of Singapore’s legal market will change in two, three or even four months from now, but what it will look like in six months’ time, which is when sources close to ALB predict the next round of liberalisation will occur. In his opening remarks at the QFLP press conference, the minister for law, Mr K Shanmugam, noted that the Singapore government will “review the [QFLP] scheme in 18 months, plus or minus, and see whether [it] needs to fine-tune the scheme, and whether [it] needs to consider further steps”.
HUBEI
Zhong Lun penetrates
H
aving established a solid presence on the booming east coast, Beijing-headquartered Zhong Lun has made the decision to enter the largely untapped corporate legal services market in the central China region. The firm recently received government approval to open a branch office in Wuhan, the capital city of Hubei province. It will be the firm’s sixth office after Beijing, Shanghai, Guangzhou, Shenzhen and Tokyo. A number of lawyers are slated for the Wuhan office, but the head of the office is yet to be revealed. The office is set to provide the full spectrum of Zhong Lun’s corporate legal services. Wuhan is an important economic and commercial centre of Central China, but its corporate and commercial legal services market is lagging behind other inland cities. To date, only a few firms from Shanghai and Beijing have set up shop in the city, including Beijing Deheng, Beijing Dacheng and Shanghai Jianwei. Dewell & Partners, a member of the Lovells-backed Sino-Global Legal Alliance, is one of the few notable local players that have been involved in foreign investment and cross-border transactions. ISSUE 6.2
NEWS >>
licensees As indicated by Shanmugam, the timeframe for the review of the scheme is flexible, and sources close to ALB China have suggested “rather confidently”, according to one source, that further steps could be taken as soon as six months after the first licences being awarded. But just what form this will take is a source of speculation. ALB
六家律所获新加坡合格外国律 师事务所执照
去
年12月, 六家国际律师事务在20个申请者中脱颖而出，成功取得新加坡政 府颁发的合格外国律师事务所（QFLP）执照。作为开放法律服务领域的 一部分，该执照允许他们聘用新加坡本地律师就新加坡某些法律领域执业。 全球著名律所Allen & Overy, Clifford Chance, Herbert Smith, Norton Rose，Latham & Watkins 和 White & Case成为QFLP计划的首批获益者。 “这个进程将会使我们更接近我们建设一个拥有顶尖法律人才的、充满活 力的法律领域的愿景”，新加坡律政部长尚穆根在公布QFLP计划获批律所 名单的新闻发布会上说。 虽然这份名单看起来较有说服力，但是一些业内人士将注意力集中在那些落 选的律所，包括Ashurst ，Jones Day, DLA Piper, Baker & McKenzie, O’Melveny & Myers, Freshfields, Slaughter and May, Davis Polk, Sidley Austin, Simpson Thacher, Sullivan & Cromwell, Gibson Dunn & Crutcher, and Milbank, 或者那些没有提出申 请但在新加坡设有代表处的律所，比如 Linklaters and Lovells。 这是否说明了新加坡的法律服务市场只能容纳特定数量的律所？或者是进一 步的开放迫在眉睫？真正的问题并不在于其法律市场的复杂程度将在几个月内 如何改变，而是如知情人士预测的，在不久的将来新一轮的开放计划可能会发 生。 在新闻发布会上，尚穆根指出，新加坡政府将“在大约18个月后审查该计 划，考虑是否需要细调整计划，以及是否需要考虑采取进一步措施。” 首批六家律师事务所从2009年1月1日起必须花六个月的时间才能最终获取 他们的合格外国律师事务所（QFLP）执照。该执照有效期为五年。
Update >>
Singapore
2
新交所提议修改其衍生品结算资金结构
009年1月23日，新加坡证券交易所（“新交所”）就其对衍生 品结算资金的修改提议向公众广泛征求意见和建议。 新加坡衍生品结算所作为每一项在新交所衍生品市场交 易的另外一方来运行其结算系统。结算所实行稳健的风险管 理结构，以有效地处理结算系统所面临的风险，如结算成员不履行 其金融义务（“失约”）。风险管理结构中非常重要的一部分是结算资 金，它由来自衍生品结算所及其结算成员的资金组成。只有在结算 成员失约且其财务资源如盈利、资产和证券都不足以实现其付款责 任时结算资金才会启用。 现今的结算资金结构是以下两种方式的组合：一是衍生品结算 所对其成员的无限评估，二是结算所成员的上限为800万新元的固 定选择。这种结构不能衡量结算系统所面临的风险，同时还存在着 众多股东贡献分配不公平的现象。如果仍然保持当前的结算资金结 构，考虑到衍生品交易数量和目前市场波动性的显著增加，原来的 800万新元固定上限则需要大大的增加，而这将大幅提高结算成员 的成本。因此，有必要对现有的结算资金结构进行修改，采用以风 险为基准的方法来解决上述问题。总的来说，新交所提议在以下几 个方面进行调整： 1. 结算成员的交易保证金； 2. 结算所对非失约结算成员的进一步评估； 3. 结算所的结算资金承诺。
Central China market
在失约的情况下，当需要使用结算成员对结算资金的贡献时，对 非失约成员的评估将和其风险成比例。这种以风险为基准的方法， 代替原有的固定上限（800万新元）方式，意味着结算成员将面临 无限制的进一步评估，从而对比例失衡以及模糊不清的结算成员产 生明确的义务要求。在交易保证金方面，对非 失约结算成员保证金的使用将会比照其贡献的 保证金与所有非失约结算成员的保证金总和之 间的比例。 有关新交所对其衍生品结算资金的修改提 议，面向公众征求意见的截止日期为2009年2月 20日，详细信息请访问www.sgx.com.
As the legal services markets in the better established commercial centres such as Shanghai, Guangzhou and Shenzhen become increasingly competitive due to the economic slowdown, it may become increasingly common for firms to move into central and western regions to secure long-term growth. ALB
锺振裕 企業融资部經理 Ph: (65) 6322-2232 Fax: (65) 6534-0833 E-mail: geraldcheong@loopartners.com.sg
中伦拓展中部市场 在
东部沿海市场建立稳固业务基础后，中伦律师事务所开始向中部地区拓 展。中伦近期获得批准，在湖北省会城市武汉成立其第六家分所。 多位律师已经开始在武汉分所执业，但分所的管理合伙人尚未公布。根据 中伦的计划，该办事处将提供全面的公司和商务法律服务。 武汉是中部重要的经济和商业中心，但较之其它内陆城市，武汉的公司和 商业法律服务市场相对落后。目前，仅有数家上海和北京的事务所在武汉成 立办事处，包括北京大成和上海建纬。得伟君尚是少数几家主要从事外商投 资和跨境交易业务的本地律所之一，该所是由英国路伟牵头组建的中世律所 联盟（Lovells-backed Sino-Global Legal Alliance）的成员。 在北京、上海、广州和深圳等较为成熟的商业中心，法律服务市场的竞 争日趋激烈，为确保业务稳步增长，可能会有更多律师事务所将目光投向 中西部地区。
www.legalbusinessonline.com
锺振裕
吳艷娟 企業事務部法律顧問 Ph: (86) 15901669188 Fax: (65) 6534-0833 E-mail: wuyanjuan@loopartners.com.sg 俊昭法律事務所
88 Amoy Street, Level Three Singapore 069907
吳艷娟
23
NEWS >>
JOB MARKET
Update >>
Salaries in domestic law firms
Regulatory
T
Malicious Collusion Prohibited
O
n October 9, 2008, after a period of public consultation, the China Securities Regulatory Commission (the “CSRC”) promulgated the Supplementary Provisions on Share Repurchase through Centralized Price Competition by Listed Company (the “Provisions”) to regulate share repurchases through centralized price competition (“Share Repurchases”). The Provisions supplement and repeal some of the existing regulations on Share Repurchases which were enacted in 2005 by the CSRC (the “2005 Measures”). One of the challenges under the 2005 Measures was that a listed company could not implement a Share Repurchase until it received a no-objection letter from the CSRC. The Provisions aim to relax this requirement. Now a listed company is required to announce the shareholders’ resolutions approving the repurchase, submit relevant materials to the CSRC and the relevant stock exchange for filing, and announce the repurchase report. Although the Provisions remain silent regarding no-objection letters, based on our understanding, a no-objection letter will no longer be required. Note, however, that certain provisions of the 2005 Measures continue to regulate Share Repurchases. For example, the repurchase report must adhere to the 2005 Measures (and the relevant exchange guidelines), which require, among other items, price range for the repurchase, class and number of shares to be repurchased and management analysis of the impact of the repurchase on the operation, finance, and future development of the company. Additionally, pursuant to the 2005 Measures, listed companies continue to be required to provide an announcement of the legal opinion simultaneous with the announcement of the repurchase report. In an earlier draft of the Provisions, a listed company is not permitted to declare or pay cash dividends during the period beginning on the date of the announcement of the repurchase plan and concluding on 30 days after the repurchase. Apparently this restriction was not favorably received by the public and thus was not included in the final draft. The Provisions are meant to “improve the mechanism of share repurchase, which could help maintain investor confidence and stabilize the stock market when equities were undervalued.” It is too early to see the impact of these Provisions but it is clear that with the global financial crisis in place, these Provisions alone will not be able to boost investors’ confidence and revert the downward trend of the Chinese stock markets.
Ricky Fong, associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong Email: rfong@paulweiss.com Ph: (852) 2846-0339
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Ricky Fong
here was one clear message that emerged from Hudson’s 2009 salary survey: lawyers employed by domestic firms and in-house departments have felt the bite of the economic slowdown. According to Hudson’s detailed report of salary trends across the Asian region, salary packages for lawyers employed by international firms in Shanghai remained largely the same as the previous year across all levels of PQE. Lawyers in international firms with 10- and 11-year PQE saw a slight increase in the top-bracket salary packages (RMB400,000). But for many young lawyers employed by a domestic firm or working in-house in Shanghai, the 2008 annual salary package has decreased compared to a year ago. Lawyers with one to five years’ PQE had an average pay cut of about RMB50,000 per year, while corporate counsel with three to five years’ PQE had a pay cut of about RMB120,000 per year. ALB
国内律所和公司律师薪金缩水
翰
德2009年薪金调查传递出明确信号：中国国内律师事务所和企业内部 律师感受到经济低迷切肤之痛。 翰德对整个亚洲地区薪金趋势的详细报告显示，对于上海地区跨国律师事务 所聘用的律师，无论PQE等级为何，多数律师的薪金收入与去年相同。PQE达 到10和11年的跨国律师事务所律师薪金收入略有上升（40万人民币）。 但对于上海地区在国内律师事务所工作或在企业内部工作的很多年轻律师而 言，其2008年薪金收入较之去年有所下降。PQE 1至5年的律师平均年收入减少 约5万人民币，PQE 3至5年的公司顾问律师年收入减少约12万人民币。
GLOBAL
Allen & Overy confirms 9%
A
llen & Overy has confirmed it is axing 9% of its global partnership and associate numbers in a detailed review of its finances, but refused to say whether Asia offices will be affected. The firm announced that it will be shedding 47 global partners by April, and another 35 will have their equity partner status “reviewed”. An additional 9% of fee earners and associates will also be made redundant. Salaries will be frozen at 2008 levels. The firm will also separate its private client practice group into an independent firm named Maurice Turnor Gardner, but staff in the practice group will still be subject to redundancy reviews. “We reached the inescapable conclusion that there’s simply not enough work to keep all of our people sufficiently busy, and we don’t see that changing in the near to medium term,” said global managing partner, Wim Dejonghe. “We must act decisively to get the business to the right size, with the right skills, in the right places and minimise the need for any future similar announcements.” ISSUE 6.2
NEWS >>
and in-house roles decline ►► Shanghai legal salary 2009 (annual package, RMB) Years of PQE 1 2 3 4 5 6
International In-house lawyers firms (RMB) (RMB) 500,000 – 1.1m 40,000 – 60,000 600,000 – 1.2m 40,000 – 70,000 750,000 – 1.3m 120,000 – 240,000
Domestic firms (RMB) 50,000 – 120,000 70,000 – 150,000 120,000 – 300,000
800,000 – 1.4m 900,000 – 1.5m 1m – 1.6m
180,000 – 300,000 240,000 – 600,000 400,000 – 700,000
300,000 – 400,000 400,000 – 540,000 540,000 – 600,000
7 8 9 10
1m – 2m 1.2m – 2.2m 1.2m – 2.6m 1.3m – 2.8m
550,000 – 900,000 700,000 – 1.2m 800,000 – 1.6m 900,000 – 1.8m
600,000 – 800,000 700,000 – 900,000 900,000 – 1.2m 1m – 1.5m
11
1.4m – 3m
1m – 2m
1.2m – 2m
►► Shanghai legal salary 2008 (annual package, RMB) Years of PQE 1 2 3 4 5 6 7 8 9 10 11
International In-house lawyers Domestic firms firms (RMB) (RMB) (RMB) 700,000 – 900,000 N/A 72,000 – 120,000 720,000 – 1.25m N/A 120,000 – 180,000 750,000 – 1.35m 240,000 – 360,000 180,000 – 360,000 800,000 – 1.4m 300,000 – 480,000 360,000 – 420,000 900,000 – 1.5m 360,000 – 600,000 420,000 – 540,000 1m – 1.6m 400,000 – 700,000 540,000 – 600,000 1m – 2m 550,000 – 1m 600,000 – 800,000 1.2m – 2.2m 700,000 – 1.2m 700,000 – 900,000 1.2m – 2.2m 800,000 – 1.6m 900,000 – 1.2m 1.3m – 2.3m 900,000 – 1.8m 1m – 1.5m 1.4m – 2.5m 1m – 2m 1.2m – 2m
Note: All salary ranges are represented in terms of total annual guaranteed package including guaranteed bonuses; they exclude discretionary bonuses, stock options, shares or other variable incentives. These are indicative market ranges and are dependent on variable factors including but not limited to experience, market conditions, company size, industry sector, job scope, etc. Source: Hudson
global cuts, salary freezes While most of the cuts will affect the firm’s two London offices, a spokesman from the firm refused to confirm whether the Asia branches would be part of the review. However, the firm is understood to be undergoing a restructure of the Hong Kong office, following the departure of seven partners last year. ALB
安理证实全球裁员9%，工资冻结
安
理律师事务所在进一步审查其财务状况后，确定将全球合伙人和律师 人数削减9%，但拒绝透露其亚洲办事处是否受到影响。 该律所宣布，到今年4月将裁掉47位全球合伙人，另外35位的合伙人资格 则会被重新“审查”。另外，将有9％的律师将被裁员。同时，薪资水平被冻结 在2008年水平。该所还将其私人客户业务组拆分，成立一个命名为Maurice Turnor Gardner的独立公司，但其成员将被列入裁员考核范围。 此次裁员影响最大的是该所伦敦的两个办公室，该公司发言人拒绝证实 其亚洲办事处是否也在考核范围之内。然而，随着去年7位合伙人的离职， 其香港代表处已开始重组。
www.legalbusinessonline.com
Update >>
Regulatory The internationalisation of Tahota Law Firm
A
long with the globalisation of the world economy, the internationalisation of Chinese law firms brings the inevitable demand for the corresponding development of lawyers in China. The professional future of lawyers determines that domestic law firms must conform with the adjustment to the global market. Change by China law firms in order to keep pace with internationalisation is not a case of China lawyers being able to choose – it is a matter of undergoing necessary development for survival, and addressing the unprecedented opportunities and challenges. Faced with overseas law firms’ gradual infiltration of China’s legal services market, domestic law firms, especially those located in West China, need to change their current development deployment (in preparation should this market be entirely opened) or they may face the risk of losing a part of their present market resource as well as their elite talent. Located in Chengdu, Western China, Tahota Law Firm is now one of the largest law firms in China, with 150 lawyers and offices in Beijing and Shenzhen. Tahota took its first step towards internationalisation in 2001, when it set up its office in Hong Kong. Since then, it has continued its policy of internationalisation. In 2003, Tahota became one of the first mainland law firms to establish a strategic cooperative relationship - with the Hong Kong law firm Woo, Kwan, Lee & Lo - after publication of the CEPA. Through this cooperation, Tahota has sent six lawyers in succession to Woo, Kwan, Lee & Lo for periods of six to 12 months for training covering the areas of language, corporation affairs, M&A, real estate, etc. In addition, Tahota has committed to set up an international brand strategy. After receiving “National Outstanding Law Firm” status from the Ministry of Justice and the All China Lawyers Association (ACLA) in 2005, Tahota won the 2007 West China Law Firm Award and 2008 Asia Legal Business award for Best Law Firm in China. In 2008, Tahota joined the Sino-Global Legal Alliance (SGLA), which had been launched publicly in 2007 by Lovells and 10 leading regional Chinese law firms located in the major economic centres of China. Having elite talent has always been the core strategy of the firm. Tahota, on one hand, cultivates young lawyers with international thinking and skills who can rely on their own strengths; on the other hand, the firm hires managerial talent with expertise and experience in operating multinational law firms and introducing transnationally qualified talent into its private practice, so as to strengthen its ability to interpret foreign law and provide pure legal services for foreign clients. Its International Service Department is one of the major practical departments of Tahota Law Firm. The department offers a wide range of services, such as legal advisory, representation and consultation in international commercial legal affairs, especially in the following areas: international arbitration and litigation, international trade and WTOrelated affairs, foreign direct investments (FDI), international financial business, international plant-engineering contract, overseas investment and establishment of companies, foreign related intellectual property and maritime commercial affairs.
To contact the International Service Department of Tahota Law Firm, please: Tel: 86-28-86625656 / 85759432 Fax: 86-28-86626637 e-mail:yjhlawccpit@126.com
25
NEWS | appointments >>
HONG KONG
King & Wood hires Swiss partner in Hong Kong
K
ing & Wood has taken another initiative to increase its offerings to large domestic clients keen to invest abroad. The firm has appointed Serge Fafalen, the founder and managing partner of Hong Kong registered Swiss firm SG Fafalen & Co, as a partner in its Hong Kong office, in association with Arculli Fong & Ng. Fafalen believes his move to King & Wood will serve the best interests of both parties. “If a firm wants access to a new market, Serge Fafalen which it has [little] knowledge of and [few] contacts in, the best way is to join forces with someone who has the knowledge, expertise and resources it needs to penetrate the market,” said Fafalen. In this case, Fafalen will leverage King & Wood’s solid platform across China to better assist his international clients to invest in China. King & Wood will benefit from the new resources and contacts in Europe and Middle East that Fafalen will bring. As China’s outbound M&A transactions continue to gain momentum, law firms are following clients in the race for international expansion. Some PRC firms have strengthened their global network and international presence by various means, King & Wood being one of the leading firms to do so. “To sustain its economic growth, China will continue to acquire oil and gas assets, and buy up other strategic natural resources and industries overseas. It’s clear that the cross-border deal flow between China and regions such as Russia, the Middle East and Australia will be strong. PRC laws are following their clients everywhere in the world and expanding to meet client needs,” said Fafalen. Looking forward, industry observers anticipate the integration of King & Wood and its Hong Kong association firm, Arculli Fong & Ng, to be completed this year. ALB
26
金杜香港分所聘请外国 合伙人
为
满足国内客户海外投资热情高涨的需要， 金杜近日任命香港注册的瑞士法隆律师事 务所创始人兼主管合伙人范富龙担任香港分所合 伙人。金杜于2006年开设香港分所并与香港夏佳 理方和吴正律师事务所展开联营。 范富龙赴金杜任职将令双方获益。他表示：“如 果律所有意进入全新市场，但对该市场的了解和 业务渠道有限，那与拥有专业实力和雄厚资源的 另一方合作是最佳方式。” 范富龙可充分利用金 杜在整个国内市场的坚实业务平台，更好地协助 跨国客户在中国投资。而金杜可从范富龙带来的 欧洲和中东业务中获益。 随着中国的境外并购交易持续升温，部分国内 律所正紧跟客户步伐，通过多种方式巩固国际业 务网络和市场份额。金杜便为其中之一。范富龙 表示：“为保持经济增长，中国将继续在海外战略 收购自然资源和能源行业企业。中国与俄罗斯、 中东和澳大利亚等地区之间的跨境交易将保持强 劲增长。中国律所正紧跟客户步伐，在全球各地 拓展业务，竭力满足客户需求。” 业内人士预计，金杜与其香港联营所的合并将 在今年内完成。
ISSUE 6.2
NEWS | deals update >>
mergermarket M&A deals update
www.legalbusinessonline.com
27
NEWS | appointments >>
various
►► LATERAL HIRES Name
Leaving
Going to
Practice
Location
Dong Xiao
Anli Partners
Lantern
International trade, arbitration
Beijing
Nancy Zhang
Hylands
Kingfield
Real estate, M&A
Beijing
Rainer Burkardt
Beiten Burkhardt
Squire Sanders
China practice
Shanghai
Serge Fafalen
SG Fafalen & Co
King & Wood
International practice
Hong Kong
Giles White
Linklaters
Jardine Matheson
Banking
Hong Kong
Jonathan Gould
Allen & Overy
Linklaters
Corporate
Hong Kong
King Tak Fung
DLA Piper
Eversheds
Banking
Hong Kong
Michael Yau
DLA Piper
Eversheds
Banking
Hong Kong
Ivan Ng
DLA Piper
Eversheds
Litigation
Hong Kong
Ronald Sum
DLA Piper
Eversheds
Litigation
Hong Kong
William Leung
DLA Piper
Eversheds
Litigation
Hong Kong
Stephen Mok
Fried Frank
Eversheds
Litigation
Hong Kong
Name
Firm
New title
Practice
Location
Anna-Marie Slot
White & Case
Partner
Corporate finance
Hong Kong
John Shum
White & Case
Partner
Corporate finance
Hong Kong
Vivian Tsoi
White & Case
Partner
M&A
Beijing
Name
Firm
Practice
From
To
Richard Grasby
Maples and Calder
Trusts
Cayman
Hong Kong
►► PROMOTIONS
►► RELOCATIONS
Hylands
Kingfield
Kingfield lures real estate team from Hylands Beijing Kingfield has reeled in Nancy Zhang as a partner, along with her four-attorney team specialising in real estate, foreign direct investment and M&A in China. Zhang comes from Beijing Hylands, where she had built Nancy Zhang up a practice in the real estate field. Her real estate background includes project development, sales, acquisitions of existing or unfinished buildings, joint ventures, lease transactions and other real estate-related matters. She also has substantial experience in foreign direct investment and M&A in China, through advising many international clients establishing themselves in China or acquiring existing PRC companies.
Lantern lures international trade partner from Anli Beijing Lantern has hired Dong Xiao as a partner in the international trade and arbitration group. Before joining Lantern, Dong was a partner with Anli Partners, where he acted for both Chinese Dong Xiao and multinational companies in cross-border arbitration and litigation cases. He is also an arbitrator for CIETAC (China International Economic and Trade Arbitration Commission), and a mediator for CCOIC (China Chamber of International Commerce).
乾丰吸引房地产团队加盟
安理国际贸易合伙人转投兰台
北京乾丰律师事务所任命张莉萍担任合伙人，同时 吸收张莉萍带领的四人律师团队加入。该团队在房地 产、外商直接投资和并购业务领域有丰富经验。 此前，主攻房地产业务的张莉萍在北京浩天信和律 师事务所任职。她的房地产工作重点包括项目开发、 销售、现有或未完工建筑收购、合资、租赁交易和其它 房地产相关事务。她在中国市场的外商直接投资和并
28
购领域亦有丰富经验，曾为诸多跨国客户提供咨询服 务，协助客户在中国开展业务或收购中国企业。 Anli Partners
Lantern
北京兰台律师事务所近日任命董箫担任国际贸易和仲 裁业务部门合伙人。 加入兰台前，董箫曾在安理律师事务所担任合伙 人，作为中国和跨国企业的法律代表，参与跨境仲裁 和诉讼案件。董箫亦是中国国际经济贸易仲裁委员 会（CIETAC）仲裁员，还是中国国际商会（CCOIC） 调解员。
Eversheds
Eversheds hires six partners for Hong Kong opening UK firm Eversheds has been on an expansion drive in the past month. Having opened its first Asia office in Shanghai in 2006, it has now lured five partners from DLA Piper and one from Fried Frank, as part of its plan Stephen Mok to launch a Hong Kong office in March. The Hong Kong office will be the firm’s third base in Asia; it opened its Singapore office, with the former DLA Piper Singapore managing partner Desmond Ong to head it, in January. The new partners are banking partners King Tak Fung and Michael Yau, and litigation partners Ivan Ng, Ronald Sum and William Leung from DLA Piper’s Hong Kong office. Corporate partner Stephen Mok comes from Fried Frank’s Hong Kong office. The firm’s Asia practice and expansion is headed by partner Nick Seddon, who joined from Heller Ehrman last October. He had been the head of Asia at DLA Piper.
安永实为设立香港代表处招聘六位合伙人
上月，英国安永实律师事务所积极扩大业务规模。于 2006年在上海成立首个亚洲代表处后，日前将欧华的 五位合伙人和 Fried Frank 的一位合伙人招至麾下， 为3月将在香港成立的新代表处招兵买马。 香港代表处将成为安永实在亚洲的第三家代表处， 此前，安永实于1月成立新加坡代表处，任命欧华前 新加坡主管合伙人 Desmond Ong 担任新加坡代表 处主管。 此次在香港招募的新合伙人包括，来自欧华的银行业 务合伙人 King Tak Fung 和 Michael Yau，诉讼业务合 伙人 Ivan Ng、Ronald Sum 和 William Leung，以及来 自 Fried Frank的公司业务合伙人 Stephen Mok。 事务所的亚洲业务管理和发展由合伙人 Nick Seddon 负责。Seddon 去年10月离开海陆加入安永 实，并曾担任过欧华亚洲区主管。 Beiten Burkhardt
Squire Sanders
Squire Sanders strengthens Sino-German practice US firm Squire, Sanders & Dempsey continues to expand its Sino-German practice with the addition of Rainer Burkardt, a veteran German lawyer who has 11 years’ experience in China. Before joining Squire Sanders, Rainer Burkardt, Burkardt was the founder and Squire Sanders head of Beiten Burkhardt’s & Dempsey Shanghai office. He is a member of the board of directors of the German Chamber of Commerce in Shanghai and the vice-chair of the legal working group of the European Chamber in Shanghai. Burkardt’s practice focuses on foreign direct investments, M&A and real estate. He has acted as construction counsel for China-based businesses ISSUE 6.2
NEWS | appointments >>
news in brief >> investing in Europe or clients in Europe pursuing opportunities in China. His being multilingual (German, English, Mandarin and French) facilitates his advising a wide range of international clients.
翰宇巩固中德业务
美国翰宇律师事务所继续扩大中德业务规模，吸引经 验丰富的德国律师博凯德加盟。 博凯德有11年在中国的工作经验。加入翰宇之前， 他曾是百达律师事务所上海代表处的创始人兼主管。 同时，他是上海德国商会董事会成员和上海欧洲商会 法律工作组副主席。 博凯德的业务重点包括外商直接投资、并购和房地 产。他曾担任建筑顾问律师，为赴欧洲投资的中国企 业或有意进入中国市场的欧洲客户提供服务。博凯德 有多语言（德语、英语、普通话和法语）工作能力，可为 各类跨国客户提供顾问服务。 Linklaters
in-house
Linklaters’ Asia MP leaves for in-house role Linklater’s Asia managing partner, Giles White, is to quit the firm in April and move to an in-house role at Asia-based multinational Jardines Matheson. He will be one of a number of ex-Linklaters London partners Giles White, with Jardines links, including Linklaters Charles Allen-Jones who currently sits on the board and James Watkins, who held White’s position until 2003. As group general counsel, White will join the management board succeeding the position held by former Allen & Overy partner, Jonathan Gould. White’s 21 years at Linklaters began in 1988 as an assistant solicitor in the London office.
年利达亚洲主管合伙人转投重要客户
年利达律师事务所亚洲主管合伙人 Giles White 将于 4月离职，转赴律所老客户之一的亚洲跨国企业香港怡 和集团担任总法律顾问。 他与多位年利达伦敦代表处合伙人共同加入怡和， 包括现董事会成员 Charles Allen-Jones 以及2003年 前曾担任White现职的 James Watkins。White 将进 入管理委员会，接替前安理合伙人 Jonathan Gould成 为集团总法律顾问。
伟凯将多位律师晋升为合伙人
伟凯律师事务所近期又将四位亚洲律师晋升为合伙 人。此次晋升是伟凯的地区晋升总人数达到10人，去 年，伟凯曾将6位亚洲律师晋升为合伙人。 四位新合伙人分别是：东京代表处跨境交易律师 Michael Shikuma，香港代表处公司金融律师 John Shum和 Anna-Marie Slot，以及北京代表处的 Vivian Tsoi。 Cayman Islands
Hong Kong
Maples and Calder strengthens trusts expertise in Asia Maples and Calder has announced that trusts specialist Richard Grasby has relocated to its Hong Kong office from the Cayman Islands. Grasby is the first dedicated Cayman and BVI trusts specialist Richard Grasby, in Asia. Maples and Calder Grasby joined Maples’ Cayman office in 2008 and spent six months working for the specialist trusts team. Previously, he had had stints with Ogier in Cayman and SJ Berwin in London. Grasby advises institutional trustees and private clients on all areas of trusts law. Christine Chang, managing partner of the Hong Kong office, said: “With the increasing demand for trusts legal services in Asia, particularly in this economic climate when wealth preservation and security are uppermost in everyone’s minds, it’s important to respond to clients’ needs by providing the required expertise on the ground and in real time.”
Maples and Calder巩固亚洲信托团队
Maples and Calder近期宣布，将信托专业律师 Richard Grasby 由开曼群岛调至香港代表处任 职。Grasby 是亚洲地区首位专职的开曼群岛和英属 维尔京群岛信托专业律师。 Grasby 于2008年进入该所开曼办公室，在专业信 托团队工作六个月。此前，Grasby 曾在 Ogier 开曼办 公室和 SJ Berwin 伦敦分所工作。Grasby 可在信托 方面为机构托管人和私人客户提供顾问服务。
Correction White & Case
White & Case promotes more to partnership White & Case has elevated another four Asia-based lawyers to partnership. This has brought the firm’s total number of regional promotions to 10, following the rise of six late last year. The four new partners are Vivian Tsoi Tokyo-based Michael Shikuma, who advises on cross-border transactions, Hong Kong-based corporate finance lawyers John Shum and Anna-Marie Slot, and Beijing-based Vivian Tsoi. www.legalbusinessonline.com
ALB China would like to note the following changes to its recent FAST 10 list. Guangdong Guanghe should have been listed as having 78 partners and 160 lawyers, rather than 21 partners and 145 lawyers. ALB China regrets these errors.
更正启示
在本刊5.12期里发表的2008年发展最迅速的十家 律师事务所专题中，广东广和律师事务所的执业 人数统计有误。正确的统计应为：合伙人78人， 律师160人。特此更正，并向读者致歉。
Outbound M&A continues upward swing Two state-owned enterprises have pressed ahead with their acquisitions of mining companies in Australia, taking advantage of the lowered value of target companies caused by the global financial crisis. In February, Minmetals made a US$1.7bn offer for Oz Minerals just four days after Chinalco agreed to invest around US$19bn into Rio Tinto. According to Thomson Reuters’ daily deals insight issued on 16 February, this year Chinese companies are only second to German companies in term of overseas acquisitions, with a total of US$21.8bn, up 40% from the same period in 2008. Global cross-border M&A, however, is moving in the opposite direction. The total deal value went down 35% to US$73bn in 2009 from the same period in 2008.
境外并购持续升温
两家国有企业近日宣布收购澳大利亚矿业公司，充分把 握全球金融危机带来的并购机遇。今年二月，中国铝业 同意向力拓注资约190亿美元，仅四天后，五矿集团出 价17亿美元收购 Oz Minerals。 2月16日 Thomson Reuters 的每日交易观察显 示，2009年，中国企业的海外收购仅排在德国之后， 总额达218亿美元，超出2008年同期40％。但全球跨 境并购正朝相反方向发展。较之2008年同期，2009年 合计交易价值下降35％，为730亿美元。
CIETAC sets up Southwest Sub-Commission The China International Economic and Trade Arbitration Commission (CIETAC) has established its Southwest Sub-Commission in Chongqing. The new branch is the fourth branch of CIETAC after Shenzhen, Shanghai and Tianjin. It will significantly cut down the cost of arbitration for enterprises in the region and boost arbitration practices in regional firms. In recent years, the soaring operational cost on the east coast has driven an increasingly number of multinational companies and foreign investors to move to the western region; as a result, the numbers of domestic, foreign-related and international commercial disputes have gone up.
贸仲裁西南分会成立
中国国际经济贸易仲裁委员会 （贸仲）西南分会已在重庆 完成司法登记，依法成 立，开始正式受理案 件。西南分会是继深 圳、上海和天津分会 后，贸仲的第四个分 会，它将大大方便西 南地区企业及当事人 就近处理经贸纠纷， 减轻西南企业的仲裁 成本。 近几年，东南沿海 地区企业运作成本的提 高使得一大批跨国公司 和国外投资者西迁，西 部地区各种商业纠纷较 之以往显著增多。
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special report | Beijing 09 >>
ALB
Beijing 09 AUSTRALASIAN LEGAL BUSINESS
In the context of the global financial crisis and the Olympics aftermath, China’s economic growth is experiencing a slowdown. The legal industry in the country’s capital city is inevitably affected, but long-term domestic demand growth and domestic companies’ international ambitions will offer new opportunities to the city’s law firms. Beijing’s legal fraternity believes that the legal services market will remain vibrant and prosperous
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ISSUE 6.2
special report | Beijing 09 >>
Mid-tier on path to prominence
T
he days when a handful of toptier firms dominated Beijing’s legal industry have gone, and the time has come for mid-tier firms to separate themselves from others and find their niche specialities or unique marketing strategies. Many of these have advanced their position in the market by means of consolidation. The past few years have seen an active period of mergers between midtier firms. Notable new partnerships recently formed include JT & N, Hylands, Run Ming, V&T and Zhongyin. Jiang Jiang, “Law firm Hylands consolidation by merger is driven not only by the internal business needs of law firms, but also by the needs of their ever-expanding clients,” says Jiang Jiang, a partner of Hylands. Hylands was founded in 2007 based on a merger between real estate power house Li Wen & Partners and established IP practice Hao Tian. “Larger clients require firms to provide the breadth and depth of specialised legal services.” As corporate clients are rapidly growing themselves through M&A, their legal advisers have to achieve the mass necessary to meet their expanding needs. Organic growth,
►► Beijing legal industry in numbers
• The number of lawyers in Beijing has been growing rapidly in the past few years. By the end of 2008, Beijing had over 18,000 qualified lawyers, a 19% increase compared to the 2007 figure. The number of law firms in Beijing was up 12% to more than 1,200. • Beijing has the largest lawyer population of all cities in the Greater China region, which accounts for 14% of mainland lawyers. The number of lawyers in Beijing is expected to exceed 20,000 in the next few months, as over 6,700 candidates have passed the latest bar exam.
through the addition of newly qualified lawyers or growth by lateral hiring, seems insufficiently aggressive in this particular market. Wang Yadong, Having the necessary Run Ming resources is important for mid-tier firms to expand into the upper end of the market, but defining their identities is as critical – if not more so. Run Ming, another Beijing firm established in 2007 as the result of a merger, has also built a real profile in the business and legal community. “After 20 years of practice, we’ve come to realise that there is an exceptional opportunity for mid-tier firms with real niches in focused areas,” says Wang
►► BEIJING: Lawyer CENTRAL City Beijing Shanghai Hong Kong*
Number of lawyers 18,000 9,200 7,200
Number of law firms 1,200 840 760
Note: Numbers of lawyers and firms were approximate as at the end of 2008; the number of lawyers in Hong Kong included those from both international firms and local firms, and the number of law firms in Hong Kong included both HKSAR solicitors and registered foreign lawyers
►► Recent law firm mergers New firm name Dacheng Hylands JT&N Zhongyin Run Ming V&T www.legalbusinessonline.com
Genesis Li Wen & Partners Jincheng & Tongda Zhongyin Run Bo Lawseed & Tittan
Merger between Dacheng Hao Tian NEED International Zhengtai A team from Jun Yi Guangdong Win & Sun
Year 2008 2007 2008 2008 2007 2007
Yadong, founding partner of Run Ming. Wang, formerly a Jun He partner, is well known for his work in IP-related litigation, while another founding partner Liu Yi, the former managing partner of Jun Yi, has also gained an enviable reputation in his fields of aviation financing and infrastructure projects. These practices have been the cornerstone of Run Ming, and give the firm its competitive edge. “While different clients have different philosophies on what is better, the trend is that clients prefer to work with the best practitioners in a particular area for different issues, instead of going to a one-stop shop for everything,” says Wang. “So we don’t do everything and we don’t want to be very large, but we do something exceptionally well with crisp, quality teams.” As mid-tier firms move up the ladder, creating grater choice for large legal service buyers – and growing concerns about conflicts of interest – corporate clients have started to look at the array of mid-tier legal service providers. This is a sign of market maturity. One of the main reasons driving clients to use mid-tier firms is that toptier firms have been growing at such a fast rate that they can barely keep up with their most lucrative clients, so they are likely to be less responsive to other clients. “We prefer to work with mid-tier firms, particularly those established by well-known partners from large firms. We like being treated like a VIP by our external counsel and being supported by their best lawyers regardless of the size and nature of our projects,” says a senior in-house counsel of Bayer China in Beijing. In addition, flexibility, client responsiveness and better access to partners are other advantages of being mid tier. With emerging market opportunities, leading firms in the mid-tier segment have successfully positioned themselves for achieving prominence and are certainly set to reap the rewards in the near future. 31
In pursuit of innovative legal
S
Xu Jiali
北京办公室 电话： 86.10.65325588 传真： 86.10.65323768 beijing@longanlaw.com 上海办公室 电话： 86.21.61609006 传真： 86.21.61609008 shanghai@longanlaw.com 沈阳办公室 电话： 86.24.22941166 传真： 86.24.22940573 shenyang@longanlaw.com 深圳办公室 电话： 86.755.88286872 传真： 86.755.82876458 shenzhen@longanlaw.com
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tepping into the head office of Longan Law Firm in the first-class yet understated Beijing International Club, you will immediately notice its style is different from the simple and contemporary decoration used in many law firms. Its artistic and sophisticated interior design makes a distinct statement as an industry leader. Now Longan has offices in Beijing, Shanghai, Guangzhou, Shenzhen and Shenyang and over 200 staff, including 35 partners state-wide. The firm is also increasingly engaged in the global market through its liaison offices and alliances in important commercial centres such as Hong Kong, San Francisco, New York, Berlin and Tokyo. In the Western-style meeting room, Longan’s founder and chairman of the partner committee, Xu Jiali, talks to ALB China about his firm’s history, strengths and core values. Some people are born to be entrepreneurs; they are always energetic, assertive and keen to implement change. Xu is one of them. Otherwise, he would not have left his stable and respected job at the Supreme People’s Procuratorate in the early days of the “Xiahai” wave in China. “The job was very stable, too stable, in fact,” says Xu. “I could see my whole life being determined when I was just in my 30s and I didn’t like that.” The urge to change was fostered and became possible as China began to allow private law firms in the early 1990s. Xu Jiali and two friends quit their “iron rice bowl” jobs to establish Longan in 1992, one of the first private practice law firms in China, and started a journey which led to what Longan is today. “Business grew very well in the first five years. Clients had lined up before we could recruit enough hands to handle the cases,” says Xu. “But the fast expansion also brought many problems. We couldn’t maintain efficient supervision of our own lawyers, which resulted in unevenness in our service quality.” Therefore, after enjoying the fast business growth, Longan began to realise it had to
properly control its expansion and reform its management model. It gradually increased its entrance threshold, requiring at least two recommending letters from former firms, a background check on professional experience and ethics, and charging for management fees. And the partner-centred system of management was replaced by a structure divided into business areas. Since then, Longan’s team has continued to develop and grow with a steady flow of talents. Its partnership has been enlarged with the core partners unchanged. “We are a stable and close partnership. The core partners are originally colleagues and close friends, who know each other very well. We quarrel very often about business, but it wouldn’t cause serous damage to our relationship as partners. And the relations of the core partners influence the whole firm,” Xu says. After 17 years of development, Longan has evolved into a full-service law firm with a particular strength in intellectual property (IP) law. The revenues generated by the IP practice group accounts for about 50% of the firm’s total. Xu is the head of the IP practice group, and is the first postdoctoral scholar in intellectual property law in China and the only doctoral instructor to date. Other members of the group are also experienced, adept and skilled IP lawyers and patent agents of high calibre with outstanding qualifications. Over the past years, the group has advised on a large number of groundbreaking and unprecedented IP cases, including many highprofile foreign patent-related disputes. Some highlights include: the first internet infringement case in China in 1995; COFCO’s law suit against Dongfang Jiayu for infringement of the exclusive rights to use the trademark “Great Wall”; Toshiba’s infringement case in China; Peking University’s multi-suit case against publishing houses for the copyright infringement of Road to the Future; 21 SuperVita’s trademark infringement case; and the
ISSUE 6.2
Firm Profile
Longan
practices
隆安追求法律服务创新
famous “five Chinese lawyers suing for the invalidity of Philips patent right” case. Of the “100 typical IPR cases” since China’s reform and opening up recently selected by the Supreme People’s Court, Xu has been involved in three of them. In addition to providing innovative and value-added business solutions to clients, Longan has a strong Corporate Social Responsibility (CSR) culture. The firm has been actively engaged in charity works and pro bono programs. Xu himself has been acting for 10 years as the free legal counsel for the China Children and Teenagers’ Fund, for which he has received the China Children Philanthropist award, an honour usually granted to donors of more than RMB50m. Xu’s leadership is recognised not only by peers, clients and the community, but also by the government. In November 2008, Xu was honoured by the Ministry of Justice for his contributions in representing the Chinese government in numerous international disputes, and saving and retrieving countless economic losses over the years. As the legal industry is facing tough challenges posed by the global financial crisis and economic slowdown, Longan has quickly adjusted itself to the new business climate by developing a stronger and larger litigation practice. The approach has proved to be successful, with the firm experiencing an upswing in business since the beginning of 2009. Looking to the future, Xu knows he is heading up a firm that is going to be a more specialised, internationalised law firm with a modern and advanced management. “We want to capitalise on our status as a premium law firm with specialised practice groups. We will continue attracting expert lawyers with international training and work experience and expanding our cooperation with foreign law firms,” says Xu. “Our commitment to delivering exceptional client value enshrined in the mindset of our staff makes Longan shine a little brighter in an increasingly competitive marketplace.”
安律师事务所总部位于北京国际俱 乐部，这里设施一流却不甚张扬。 迈入总部办公室，独特的艺术特质 和浓厚的文化气息扑面而来，与其 它律师事务所简单且现代的装修风格截然不同。 隆安总部办公室采用古典色彩浓重的设计风格， 充分彰显其行业内的领先形象。 经过17年发展壮大，隆安目前已形成覆盖 全国，辐射全球的业务网络。律所在北京、 上海、广州、深圳和沈阳设有分所，员工超过 200人，包括各地的35位合伙人；在香港、旧 金山、纽约、柏林和东京设有联络处，积极建 立业务合作关系，日益融入全球市场。 在隆安的西式风格会议室，创始人兼合伙人 委员会主席徐家力向《亚洲法律杂志》介绍了 隆安的经营历史、专业优势和核心价值。 有些人是天生的企业家，他们精力充沛、目标 明确且渴望实现变革。徐家力便是其中之一。否 则，在下海潮席卷中国的时代，他决不会放弃在 最高人民检察院稳定且优越的工作。 徐家力认为：“检察院的工作非常稳定，实际 上，我觉得过于稳定。30岁时，人生已经按部就 班，我很不喜欢这种状态。”90年代初，中国开始 允许私人律师事务所经营，徐家力对多彩人生的 渴望经过长时间酝酿后，终于迎来实现的可能。 徐家力和两位好友放弃铁饭碗，于1992年创 办中国首批私人律师事务所之一的隆安律师事 务所，开始创业历程，带领隆安发展至今。 徐家力表示：“最初五年内，业务发展十分顺 利。在招聘到充足人手处理案件之前，客户需 要排队等待。但业务的快速扩张也带来很多问 题。我们无法充分监督律师的工作，导致服务 质量参差不齐。” 因此，在业务快速增长过后，隆安开始意识 到，必须合理控制业务扩张速度，并改革管理模 式。隆安因此逐步提高招聘门槛。现在律师申请 加入时，必须至少提供两封前事务所推荐信，事 务所还要对申请律师进行职业经验和道德方面的 背景调查。隆安采用按照业务领域划分组织结构 的模式，替代以合伙人为中心的管理体系。 此后，业务团队实现持续发展，人才流动保 持稳定。在强调核心合伙人的一致性和团结性 的同时，事务所合伙人队伍不断扩大。 徐家力介绍道：“我们拥有稳定且紧密的合伙 关系。核心合伙人都是创业同事和亲密好友， 彼此熟知。我们常就业务问题激烈争论，但不 会损害我们的合伙人关系。核心合伙人之间的
www.legalbusinessonline.com
隆
融洽关系渗透到整个律所的律师团队。” 目前，隆安已成为一家大型综合性的律所，为 国内外客户提供高效且全面的专业法律服务。尤 其在知识产权领域隆安拥有独特优势，其知识产 权业务团队创造的收入约占全所收入的50％。 徐家力同时担任知识产权业务部门主管，他 首获中国知识产权法领域博士后学位，是目前 全国律师中唯一的该领域博士生导师。其他部 门成员亦是经验丰富且能力出众的知识产权律 师和资深专利代理人。过去数年内，该业务部 门为大量重大甚至前所未有的知识产权案件提 供顾问服务，包括诸多重要境外专利纠纷。 该团对代理的著名的案例包括：1995年中国 首宗互联网侵权案、中粮集团诉东方嘉裕侵犯“ 长城”商标专有权案、东芝在中国的侵权案、北 京大学起诉多家出版社侵犯《未来之路》版 权、21金维他商标侵权案，以及著名的“五位 中国教授诉飞利浦专利无效” 案。 在最高人民法院近期公布的自改革开放以 来“100件知识产权典型案例”中徐家力参与的 案例便有三件。 隆安不仅向客户提供创新且增值的商业解决 方案，还积极履行企业社会责任。事务所一直 以来积极参与慈善活动和公益事业。徐家力为 中国儿童少年基金会担任免费法律顾问长达10 年，获 “中国儿童慈善大使”荣誉称号，该荣誉 通常仅授予捐资超过5000万人民币者。 徐家力的领导才能不仅得到同业人士、客户 和社区的赞赏，还得到中国政府的肯定。多年 来，徐家力曾代表中国政府参与诸多国际纠纷 的解决，挽追巨额经济损失，2008年11月，为 表彰他的杰出贡献，中国司法部授予徐家力“二 等功臣”荣誉称号。 在国际金融危机和经济增速放缓的背景下， 法律服务行业正面临严峻挑战，隆安迅速根据 全新市场环境进行自我调整，努力发展更坚实 且规模更大的诉讼业务。自2009年初以来，隆 安业务增长明显，表明业务调整卓有成效。 展望未来，徐家力坚信隆安将发展成为一家 更专业、更国际化的律师事务所，采用更现代 更先进的管理模式。 他表示：“作为拥有专业团队的一流律师事务 所，我们希望进一步发挥自身优势。我们将继 续吸引拥有国际背景的资深律师加入，同时扩 大与外国律所的合作。隆安律师团队致力于提 供非比寻常的客户价值，在竞争日趋激烈的市 场环境中，推动隆安取得更耀眼的业绩。”
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special report | Beijing 09 >>
Strength in troubled times
P
roviding legal services for crossborder transactions, such as overseas IPOs and listings and M&A, is the most attractive market segment for law firms. Beijing firms have always enjoyed market dominance in that segment, so as the global financial crisis bites, they are the first to feel this and respond to it. “Many Beijing firms have foreseen the impacts of the global financial turmoil on their businesses, and are actively seeking ways to weather the storm,” says Xu Jiali, founder and managing of Beijing-headquartered Longan law firm. “Beijing firms have a good understanding of the legal service market and are closely monitoring market trends. So they are able to quickly adjust their strategies to changing economic conditions and market demands.” Xu’s firm has adjusted to the new business climate by developing a stronger and larger dispute resolution practice. This has proved to be successful, with the firm experiencing an upswing in business since the beginning of 2009. Beijing firms are also on the lookout for any opportunities that arise out of newly enacted laws and regulations. A number of these firms are spearheading the emerging practice areas of antitrust, bankruptcy and employment law. Recent highlights include: Dacheng’s appointment to provide antitrust related legal services to CocaCola’s US$2.4bn acquisition of Huiyuan Juice, and Zhongzi’s appointment as the co-administrator of the Beijing Food Grain Dojo Technological Development’s bankruptcy. While the global crisis has hampered deal activity and caused a decline in the number of transactions, Beijing firms are still dominant in the provision of legal services to large transactions, particularly to outbound M&A of Chinese companies. As the saying goes, Beijing firms’ strengths are most visible in times of adversity.
34
Beijing firms lead international expansion
As companies with a head office in Beijing have expanded nationally and internationally, Beijing firms have followed their clients to deliver on-theground services in more geographic locations. Dacheng, for example, has nearly 20 offices across the country – considerably more than its nearest rival. After having established a solid national network, a number of Beijing firms have become increasingly global in their geographic reach. Their leading position is based on a proven track record of office openings in
overseas jurisdictions. Jun He opened an office in New York in the early 1990s, Zhonglun was the first PRC firm to open an independently run branch office in Tokyo, Zhonglun W&D was the first PRC firm with an office in London and JT&N has established an office in Los Angles. Most recently, Guantao opened its first international location in Hong Kong, King & Wood launched an office in New York and Dacheng announced its plans to open a branch in Taiwan. A large number of other Beijing firms are also actively seeking alternative ways to expand their global network and facilitate international business, such as joining
►► Beijing firms: deal highlights (2008–09) Deal name
Legal advisers: Beijing firms Jingtian & Gongcheng • Commerce & Finance
Legal advisers: Other firms Freshfields • Sullivan & Cromwell • Linklaters
Chinalco and Alcoa acquisition of 12% stake in Rio Tinto
Haiwen & Partners
14,000
China Railway Construction Corporation IPO
Beijing Deheng • Jingtian & Gongcheng
Clifford Chance • Simpson Thacher & Bartlett • Mallesons • Linklaters • Sullivan & Cromwell • Allens Arthur Robinson Baker & McKenzie • Freshfields
China Merchants Bank acquisition of Wing Lung Bank
Jun He
4,655
China Oilfield Services acquisition of Awilco Offshore ASA
King & Wood
Huaneng Group takeover of Tuas Power
Haiwen & Partners
DLA Piper • Simmons & Simmons • Clifford Chance Deacons • Freshfields Bugge Arentz-Hansen and Rasmussen • Clifford Chance WongPartnership • Wiersholm Lovells • Shook Lin & Bok • Sullivan & Cromwell • Allen & Gledhill
Ministry of Railways issuance of cooperate bonds Coca-Cola acquisition of Huiyuan Juice China South Locomotive IPO
Beijing Xin He • Zhong Lun
Grandall (Beijing) • Jiayuan
Renhe Commercial Holdings IPO
Jingtian & Gongcheng • Kaiwen
Real Gold Hong Kong IPO
Jun He • King & Wood
China Telecom acquisition of China Unicom’s CDMA business
Dacheng
Value (US$m) 15,800
5,400
3,777
3,103
2,900 Linklaters • Skadden
2,367
• Freshfields • Herbert Smith
Baker & McKenzie • Herbert Smith Conyers Dill & Pearman • Latham & Watkins • Morrison & Foerster • Norton Rose • Davis Polk Conyers Dill & Pearman • Gordon Ng & Co • Hogan & Hartson • Latham & Watkins • Mallesons Stephen Jaques
1,500 435
132
ISSUE 6.2
Firm Profile
Sandler, Travis & Rosenberg, P.A.
Customs and International Trade Regulatory Developments
E
ven with the turbulence of the global finance markets and the world economy and the uncertainty in the years to come, due to trade facilitation measures, China in 2008 still witnessed a continuing growth of international trade in goods—reportedly rising 17.8 percent with a total imports and exports 2561.63 billion US dollars. Slowdown is inevitable due to the global economic crisis though, cost-saving trade facilitation can still make contribution. A number of regulatory, policy and technical developments to promote customs compliance and trade facilitation, including, but not limited to: • Strengthening coordination and consistency of customs classification and valuation; • The enterprise classification and AEO programs for customs and trade compliance, facilitation and security; • Customs process for periodical entry, advance release, immediate release of customs clearance to provide efficient and cost-saving customs and trade facilitation assistance to the compliant companies; • Customs enforcement of intellectual property rights to enjoin exportation of infringing commodities from China into countries of destinations; • Customs Automation and Trade Facilitation by integrating more agencies such as the Ministry of Commerce, the State Administration for Quarantine, Inspection and Quality (AQSIQ), the State Taxation Administration, the Administration for Foreign Exchange into the E-Port customs and trade automation platform; • Conclusion of several Free Trade Agreements such as China-Singapore FTA and upgrade of rules of origin for the FTAs and other customs duty preferential programs; • Customs cooperation with the US for C-TPAT validation and with EU for Secure and Smart international trade lane and AEO mutual recognition; • Customs Transparency Regulations based on the State Council’s Regulations regarding Public Information; • Customs and trade facilitation measures to coordinate the government’s efforts to stabilize the Chinese economy with stimulus packages and other economic policies; • Change of Inward processing trade prohibitions and restrictions; • VAT export rebate and export duty adjustments for managing export of intermediate and downstream products; • Adjustments for foreign exchange control regulations;
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• Implementation of certain government procurement rules; The developments for customs and trade regulation initiated and implemented by the Chinese government also invite the further considerations from the trade. • Uniformity, consistency and transparency While uniformity, consistency and transparency of customs law, regulations, rules and implementation across the customs districts, have been improved dramatically over the past decade, there are still issues that the customs districts deal with in different processes and manners and result in unfair treatments and compliance concerns for businesses operating in different customs districts. • Customs valuation and classification Since Customs revenue in China is the critical portion of the Chinese central government’s dispensable revenue, with the global emphasis over the transfer pricing and its relationship with customs valuation, it is understandable that revenue collection and protection is one of the priorities for China customs. The technical issues such as customs valuation of the related party transactions and customs valuation of royalties and license fees and classification have increasingly become the customs valuation and revenue collection issues of which different interpretations often times occur in different districts and at different levels. • Drawback Program for Processing Trade Most of the inward processing trade manufacturers utilize customs bond program to import materials and components with import customs duties and taxes deferred and then re-export the processed commodities. Some of the inward processing trade manufacturers would like to utilize the customs duty drawback provided in the Customs law to import materials and components with customs duties and taxes paid and then refund them when the processed goods are exported. • VAT export rebate policy In recent years, the Chinese government has used the VAT rebate for export as a policy tool to encourage or discourage exportation. The constant changes of the VAT rebate rates for industry and trade considerations have created uncertainties for the business community to forecast the feasibility of the transactions and even sometimes stalled the fulfillment of some business transactions.
We recognize that the volume of cross-border trade of China has increased significantly in past decade and that the customs and trade authorities, with traditional tasks such as revenue collection and new challenges such as customs border enforcement of intellectual property rights, product safety and supply chain compliance and security, are increasingly using information technology, risk management techniques, and customs and trade compliance programs to enforce customs and trade laws and regulations and facilitate the efficient flow of the legitimate trade. China will and has to encourage informed compliance and facilitate trade in order to meet the challenges by • Further improving central based programs such as administrative ruling for classification and valuation and detailed implementing rules for district/local Customs in order to facilitate uniformity and consistency of implementation and enforcement of laws and regulations across different points of entry; • Further enhancing coordination between government agencies, especially for transfer pricing and customs valuation issues between customs and tax authorities; technical standards, product safety issues between customs and AQSIQ; foreign exchange payment for trade in goods and customs valuation issues between Customs and the Administration for Foreign Exchange; • Initiating centralization of the E-Port customs automation project and merge the districtbased sub-centers into one national center; • Advancing customs and trade partnership in order to foster mutual information exchange, understanding and trust; • Maintaining a stable and standard VAT rebate for export policy; • Clarifying the conditions and standards with trading partners for the recognition of China’s market economy status and guide China graduate from the process in order to stabilize the trade relationship and trade flow. All the parties in the supply chain process shall seek ways of reducing administrative burdens and transactional costs on legitimate trade.
By ZhaoKang JIANG Sandler, Travis & Rosenberg, P.A. Beijing, China China World Tower 1, Suite 2705 1 Jianguomenwai Avenue Beijing 100004, P.R.China Tel: +86(10)6505-9900 Fax: +86(10)6505-7390 Email: zjiang@strtrade.com
35
special report | Beijing 09 >>
“Many Beijing firms have foreseen the impacts of the global financial turmoil on their businesses, and are actively seeking ways to weather the storm” Xu Jiali, Longan a global alliance or forming strategic alliances with international firms. “As a number of leading firms are increasingly involved in large crossborder transactions, it’s necessary for them to establish a presence in important international jurisdictions,” says Kirk Tong, a partner of Jun He. The growing wave of outbound M&A led by large state-owned enterprises, mostly headquartered in Beijing, will continue to drive Beijing firms’ international expansion. “Chinese acquirers have fewer obstacles and frictions now in Western countries, given that these countries are lowering their thresholds for foreign investment
to relieve the financial pressure on their companies,” says Zhang Shiwei, a partner at Kaiwen. In the years ahead, his firm is looking to represent Chinese clients in an increasing number of transactions in Europe. An important reason behind Guantao’s Hong Kong opening is to assist its domestic clients who are increasingly participating in overseas capital markets and investing into foreign countries. “While Hong Kong remains an important gateway for foreign investment into China, its role as China’s bridge to the world has been increasing significantly. Chinese companies
increasingly use Hong Kong as a springboard to go overseas,” said Yan. Given the increasing sophistication and international ambition of Beijing firms, many legal professionals are bullish about the prospects of having China origin international law firms in the next decade. Several Beijing pioneers are expected to become these international firms; they are currently seen as being international firms in the making.
projects. He graduated from Beijing University (PKU) in 1987 with double bachelor degrees of Law and Philosophy. Mr Zhang’s return and Mr Zhen’s joining can only strengthen and improve Zhonglun W&D Law Firm’s foreign legal services and IP business.
领域不仅涵盖知识产权，同时涉及公司法律业 务，包括企业重组，并购，融资，以及私募股 权投资项目。 张德荣律师的学成回国以及甄庆贵律师的加 入，必将加强和促进中伦文德的涉外业务以及 知识产权法律业务的发展。
International firms still pouring in
The impact of the economic crisis is deepening. Many international firms have announced budget cuts or
Firm Profile
Zhonglun W&D
Mr Zhang Derong returns to Zhonglun W&D and a new partner joins
A
fter one year successfully studying abroad, senior partner Zhang Derong has returned to Zhonglun W&D Law Firm with his LLM degree from IIT’s Chicago-Kent College of Law. In the meantime, another partner, Zhen Qinggui, has joined at the beginning of 2009. Like Mr Zhang Derong, Mr Zhen also has a LLM degree from IIT’s law school. Mr Zhen has 22 years’ practical experience (eight years as an in-house lawyer in a large, renowned Chinese state-owned enterprise). Before joining Zhonglun W&D, he was senior partner of a medium-sized Beijing law firm and has conducted several famous trademark cases and other IP cases. His practice is not restricted to IP; he also focuses on a variety of corporate affairs including, but not limited to, structuring, M&A, finance, and VC/PE
36
张德荣律师留学回 国，又一名新的合 伙人加入中伦文德
经
过1年国外留学经历，中伦文德律 师事务所创始合伙人张德荣律师 学成回国，并取得了伊利诺伊理 工大学芝加哥－肯特法学院的LLM 学位。与此同时，又一名新的合伙人于2009年 初加入该所，新合伙人甄庆贵和张德荣律师毕 业于同一所法学院，并拥有LLM 学位。 甄先生在法律领域有22年的工作经验（其中 在一家国内大型国有企业担任法律顾问8年） 。在加入中伦文德以前，甄先生在北京一家 中型律师事务所担任高级合伙人，并代理了 多起著名的商标及其他知识产权案件。其业务
Contact details: Address: 19/F Golden Tower, No.1, Xibahe South Road, Chaoyang District, Beijing, 100028, P.R.C Tel: 86-10-6440 2232 Fax: 86-10-6440 2915/6440 2925 Website: www.zhonglunwende.com
地址：中国北京市朝阳区西坝河南路1号金泰大厦19层 邮编：100028 电话：86-10-6440 2232 传真：86-10-6440 2915/ 6440 2925 网址：www.zhonglunwende.com
Zhang Derong
Zhen Qinggui
ISSUE ISSUE 6.2 6.2
special report | Beijing 09 >>
adopted other strategies, while some have decided to downsize. However, as Beijing-headquartered companies grow into multinationals, a few firms are remaining optimistic about the prospects for expanding their operations in Beijing. UK firm Simmons & Simmons plans to set up an office in Beijing, its second in mainland China. It is particularly interested in serving clients in the energy sector. Its plans come after the appointment of Brian Downie in Hong Kong as head of the international projects group in Asia, who joined the firm from Minter Ellison in November. Slaughter and May, another UK firm with an extensive track record of advising clients on a range of projects involving China, has announced its plans to open a Beijing office. It intends to co-locate in Beijing with two of its “best friend” firms from Europe, De Brauw Blackstone Westbroek and Uría Menéndez, each of which has also announced a plan to open an office in Beijing in 2009.
“We feel that Beijing, where government and business headquarters are located, is more suitable for inbound and outbound investment work, compared to Juan Martín Perrotto, Shanghai,” says Juan Uría Menéndez Martín Perrotto, partner at Uría Menéndez, who will be heading his firm’s office in Beijing. Uría Beijing office intends to leverage strength in Latin America for the benefit of Chinese investors. “We see huge potential and synergies that may be generated by combining our Asian and Latin American practices,” says Perrotto. In the past six months, a number of other firms have either established themselves in Beijing or announced plans to open an office there. These firms include Salans, Taft Stettinius & Hollister, Weil Gotshal & Manges, Dechert, Proskauer Rose, Eversheds, Loeb & Loeb, Winston & Strawn and Spanish firm Cuatrecasas. ALB
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CHINA’s LEADING LEGAL EVENT OF THE YEAR The 6th annual ALB China Law Awards will be held on 24th April 2009 in Shanghai. This extravagant, black-tie gala event is the most highly regarded platform for recognizing success and achievement in the legal industry. The awards will deliver the most comprehensive view of players in Chinese legal services. And submissions for Deal of the Year, Firm of the Year and in-house legal categories are now open. Contact our dedicated ALB Awards team for more information about making a submission or to join in celebrating the excellence of China’s legal industry.
The Westin Bund Center Shanghai – 24 April 2009 Deal Categories
Law Firm Categories (Cont)
Debt Market Deal of the Year
Tax & Trusts Law Firm of the Year
Energy & Resources Deal of the Year
Rising Law Firm of the Year
Equity Market Deal of the Year
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North East China Law Firm of the Year
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Law Firm Categories Banking Law Firm of the Year
Hong Kong Law Firm, PRC Office of the Year Guangdong Law Firm of the Year
Dispute Resolution Law Firm of the Year
Porsche Centre Shanghai Award Shanghai Law Firm of the Year
Grant Thornton Award Insolvency & Restructuring Law Firm of the Year
LexisNexis Award Beijing Law Firm of the Year
Insurance Law Firm of the Year
Managing Partner of the Year
CCH Award IP Law Firm of the Year
International Law Firm of the Year
Shipping Law Firm of the Year
China Law Firm of the Year
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In-House Team Categories Banking & Financial Services In-House Team of the Year Investment Bank In-House Team of the Year China Legal Career Award Foreign Company In-House Team of the Year Chinese Company In-House Team of the Year MWE China Law Offices Award China In-House Team of the Year Awards Sponsors
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FEATURE | intellectual property >>
Innovation: a way out of the downturn Companies and law firms are reacting to the current economic situation. And it’s not just a negative response. Innovation is the way to go, they say, to prepare for the future. ALB China investigates
40
ISSUE 6.2
FEATURE | intellectual property >>
A
s economic reality sets in, job-cutting and other cost reduction measures become the motto of many multinational and domestic companies trying to stay buoyant. However, when asked about the impact of the economic downturn on companies’ IP strategies, all in-house counsel reaffirm that IP is one of the most valuable assets of a business and their companies continue to place a high priority on innovation and IP protection. “Amid the economic downturn, many companies will emphasise the need for innovation, which is critical for a company’s resilience in a downturn,” says Alex Liu, a senior in-house patent counsel of Bayer (China) in Beijing. “This year, we’ll be looking at further commercialising on existing patent portfolios and continuing developing new products,” says Liu. He expects his company’s demand for IP-related legal work to increase this year. Liu’s prediction is reflected in a recent decision made by Bayer. In February this year, the group announced a plan to spend US$129m on building a global R&D centre in Beijing, as China is set to become the world’s fifth-largest pharmaceuticals market by 2010. Of patent-intensive industries, the chemical industry, machinery, and electronics and export-orientated manufacturing are likely to be the hardest hit by the global financial crisis. But for the pharmaceutical, agricultural and technology sectors, the impact may be relatively modest. Semiconductor giant Intel is one of the companies feeling the pinch of declining global market demand. As part of the company’s efforts to optimise resources, it is going to wind down operations in Shanghai and move capacity to its facility in Chengdu. At the same time, however, Intel has decided to inject an additional US$110m of capital into its Shanghai investment arm and to ensure
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that its R&D spending in China remains unchanged. “Companies will adopt different R&D budgets according different demand and market conditions. But many companies will raise their R&D spending in tough times,” says Zeng Fei, senior in-house legal counsel of Intel in Beijing. “Those companies see R&D as their lifeblood and long-term investment for the future.” Intel has a strong and large inhouse legal team in China, which is an integral part of its global legal department. In recent years, as the inhouse team grows in size and strength, Intel’s patent applications and filings in China are increasingly prepared and handled by the in-house team with some assistance from external counsel. “Cost control is one of the reasons. But, more importantly, in-house counsel understand the company’s business and perspectives and are plugged into the strategic planning process, so they’re in a better position to provide customised and effective solutions than external counsel,” says Zeng. “When certain complex legal issues come up we will seek out law firms who have the specialised expertise and extensive resources needed.” While companies continue to stress the importance of IP even during a slowdown in business, it is unlikely that companies will keep their legal spending at the same level as when the business was bullish. More pressures will be put on in-house legal departments to handle legal work in-house rather than outsource it to law firms. “Cost control is an inevitable choice for companies under the current business climate, but we won’t substitute the quality of IP legal advice,” says Liu Miao, senior in-house IP attorney of Sony in Beijing. “We still need to instruct external legal advisors in certain cases to ensure we have solid patent applications and strong IPR protection in China, but
“Amid the economic downturn, many companies will emphasise the need for innovation, which is critical for a company’s resilience in a downturn” Alex Liu, Bayer (China)
41
FEATURE | intellectual property >>
“Litigation to protect patents and trademarks has been very active of late and we’ve seen the volume of cases up across a broad range of industries … and high damage awards are occurring more frequently each year” Gordon Gao, Fangda Partners
42
we’ll keep legal costs down through resource efficiency, process optimisation and raising in-house productivity,” says Liu. “Every management and in-house team in multinational companies will face the same challenge in 2009 – how to maximise R&D investment and IPR protection within a tightened budget.”
Private practice perspective
The messages from these in-house legal departments about their unwavering commitment to R&D and IP protection are surely good news for private practice law firms. However, with corporate earnings falling and budgets being cut, law firms have seen a significant reduction in certain areas of IP legal demand from multinational companies. “Companies used to apply for patents even if an invention did not seem immediately marketable, but now we’re seeing a more conservative approach to filing and prosecution as companies try to cut costs,” says Jay Sha, partner of Liu Shen & Associates. “It’s a time for companies to reassess and re-evaluate their patent portfolios and focus on essentials and core IP assets.” Cases of clients having slowed down or delayed some of their non-essential patent applications and abandoned some not so important prosecutions have occurred but, in terms of patent maintenance and commercialisation, law firms report that business remains steady. “In boom times, some companies didn’t pay enough attention to some infringement problems, and didn’t have time to fully realise the commercial potential of their IPRs. Now, the quiet time gives them a good opportunity to adjust their IP strategy and planning and reap more economic benefits from their existing IP portfolios,” says Sha. IP litigation, enforcement and licensing work are the areas in which law firms still expect to see prospects of growth. As companies start to see the potential to get royalty payments or
licence fees from infringers, they are becoming more aggressive in filing law suits against infringers. Another determining factor is the relatively affordable litigation costs in China. “Litigation to protect patents and trademarks has been very active of late and we’ve seen the volume of cases up across a broad range of industries,” says Gordon Gao, a partner at Fangda Partners and a member of the firm’s IP practice group. The firm has been involved in a large number of high-profile IP litigation cases, some of which were included in the “100 Typical IPR protection cases” recently announced by the Supreme People’s Court. Last October, Jiang Zhipei, former chief justice of the IP tribunal in the Supreme People’s Court, joined Fangda as a senior advisor, further boosting the firm’s IP litigation capability and expertise. “It’s noticeable that judicial damage awards for IPR violations in China are increasing. In the past few years, there have been many cases involving significant damages and complex matters, and high damage awards are occurring more frequently each year,” says Gao. “The trend signals another important step in China’s protection of IPRs. The positive changes in IPR enforcement will attract more foreign investment, particularly R&D investment, into China and facilitate the development of an innovative and knowledge-based economy,” he says. Despite the current gloomy economy and slowdown in business, law firms share the same sentiments as their corporate clients: what lies ahead is not only a big challenge but also an opportunity to get ahead of industry trends and reposition businesses for the better. If a firm does not sow during a downturn, it will not reap when the market recovers. ALB ISSUE 6.2
FEATURE | arbitration >>
International arbitration:
friend not foe
44
ISSUE 6.2
FEATURE | arbitration >>
International arbitration centres, as well as domestic and international law firms, have seen a steadily growing amount of arbitration work generated in and by China. Now is the time to gear up for a sharper rise in China-related arbitration work, from both PRC and non-PRC clients. ALB China investigates
“W
hen will mankind be convinced and agree to settle their difficulties by arbitration?” asked Benjamin Franklin back in the eighteenth century. In the case of China investors, the answer seems to be “right now”. International arbitration centres have seen a significant rise in arbitration work generated as the Chinese economy has become more international, at least in its outlook. International arbitration is no longer a new term in China. Its innate advantage in solving business disputes has been proven under the New York Convention which guarantees the arbitral awards are enforceable in 144 countries. Main international arbitration centres, as well as domestic and international law firms, have felt the change and are preparing for the big uplift in Chinarelated arbitration work, from both Chinese and overseas parties.
Familiarity breeds… acceptance
After two decades or more of significant overseas operations, Chinese parties have realised the value of international arbitration. The outward-oriented economic development has been the cause of local players’ increasing familiarity with international law, international relations and the need to comply. Local companies are performing better on the international stage as their ability to weather an economic storm has been greatly improved. Some are becoming more confident in dealing www.legalbusinessonline.com
with arbitration outside China. Concurrently, the government continues to facilitate local companies’ overseas ambitions. The country is expanding outwards dramatically, making significant investments in a wide variety of countries and signing many bilateral investment treaties which offer wide protection to crossborder investors. “It’s got easier over the years to explain to PRC entities the advantages of entering into international arbitration agreements,” says Paul Starr, team leader for the construction and dispute resolution practices in the Hong Kong office of Mallesons Stephen Jaques. “A case in point was in a steel supply contract that involved the PRC entity in work both in Saudi Arabia and in China a couple of years ago,” he explains. “Their contracting partner was international. The parties chose Hong Kong law and Hong Kong arbitration as a safe neutral venue. Choosing Hong Kong as a forum also enhanced the position of the international party, given the formal agreement between Hong Kong and the mainland over mutual enforcement of arbitration awards.” Graeme Johnston, managing partner of Herbert Smith in Shanghai provides another example from his own experience. A few years ago, Johnston handled a case for a PRC company in an ICC arbitration in Zurich brought by a European counterparty. At first, the Chinese parties were extremely nervous about the process, and even sought to
challenge the arbitration clause in the Chinese court. In the end, however, they went through the ICC process. They felt the arbitrators were very fair – and they won the case. A few months later, they even proposed to another European counterparty in a commercial deal that a new contract should have an ‘ICC Zurich’ arbitration clause. Ge Huangbin, head of the China desk in Singapore International Arbitration Centre (SIAC), gives another piece of information that is relevant in the current economic turmoil. “In the last five years, Chinese companies have frequently referred to SIAC to resolve their commercial disputes, either between Chinese parties or Chinese and foreign parties. In fact, there was a 40% increase in the number of Chinese parties involved in SIAC arbitration hearings in 2008 compared to 2007,” says Ge.
National arbitration too quick to be perfect
China has been a late starter but is catching up in this market. The haste with which it has been doing this means that it has not perfected its arbitration system. Its commercial arbitration system has matured over the past 20 years and the country now has more than 180 arbitration institutions. The China International Economic and Trade Arbitration Commission (CIETAC) has shown a determination to be regarded as a credible and efficient arbitration body. It has made great progress in a relatively short 45
FEATURE | arbitration >>
Arbitral institution: Beijing Arbitration Commission Abbreviation: BAC Location: Beijing Founded: 1995
Arbitral institution: China International Economic and Trade Arbitration Commission Abbreviation: CIETAC Location: Beijing Founded: 1956
Arbitral institution: Chartered Institute of Arbitrators (East Asia Branch) Abbreviation: CIA Location: Hong Kong Founded: 2003 Arbitral institution: Hong Kong International Arbitration Centre Abbreviation: HKIAC Location: Hong Kong Founded: 1985
Arbitral institution: Indian Council of Arbitration Abbreviation: ICA Location: New Delhi Founded: 1965 Arbitral institution: FICCI Arbitration and Conciliation Tribunal Abbreviation: FACT Location: New Delhi Founded: 1927
Arbitral institution: Indonesian National Arbitration Board Abbreviation: BANI Location: Jakarta Founded: 1977
time, although it is still not fully an international institution in the eyes of international business players. “We carefully select arbitrators and experts, and regularly update our lists of national and international arbitrators experienced in different fields of trade and business,” Yu Jianlong, vice chairman and secretary-general of CIETAC, said in a recent interview. “Now we have around 1,000 arbitrators, including around 300 international arbitrators from over 37 countries. Regarding personnel, there is an increase of 26.8% this year compared to the last committee,” says Yu. But Chinese arbitration still has a long way to go. “CIETAC has progressed in leaps and bounds, both by the adoption of its modernised
Arbitral institution: Kuala Lumpur Regional Centre for Arbitration Abbreviation: KLRCA Location: Kuala Lumpur Founded: 1978
rules and in the internationalisation of its arbitrator panel,” observes Starr from Mallesons. “The best way to avoid many of the problems perceived in PRC arbitration is to appoint a panel of CIETAC-listed international arbitrators. I am one such panellist, as is my business partner David Bateson,” he says. According to Johnston, there are still many differences between China’s current arbitration system and that of western countries. Four important ones are: 1. Arbitration held in mainland China must be conducted by a Chinese government-affiliated arbitration commission. International institutions are mainly NGOs. 2. Such commissions hold arbitration
►► Number of PRC-foreign cases filed in 2008* Arbitration centre
Number of Sino-foreign cases
Total number of cases
CIETAC (China)
548
Approximately 1,230
SIAC (Singapore)
23
99
SCC (Sweden)
14
176
* Some 2008 statistics not yet available
46
in the Chinese language only, unless the parties expressly agree otherwise. International institutions typically take account of both parties’ linguistic preferences in fixing a language of arbitration. 3. Such commissions usually appoint a local chairman unless the parties have expressly agreed otherwise, so the foreign investor often feels that there is a “local majority” on the panel. This contrasts with the leading international institutions, which are typically very careful to appoint neutral-nationality chairmen in international cases. 4. Even if the parties agree that the chairman must be of a neutral nationality, the rates paid by the commissions often are not enough to attract eminent international arbitrators. A beneficial factor in the development of arbitration in China is that now there is increased competition from domestic arbitration centres other than CIETAC, such as the Beijing Arbitration Commission (BAC), which introduced ISSUE 6.2
FEATURE | arbitration >>
Arbitral institution: JKorean Commercial Arbitration Board Abbreviation: KCAB Location: Seoul Founded: 1966
Arbitral institution: Japan Commercial Arbitration Association Abbreviation: JCAA Location: Tokyo Founded: 1953
Arbitral institution: International Chamber of Commerce, Asia Abbreviation: ICC Location: Singapore Founded: 1923 Arbitral institution: Singapore International Arbitration Centre Abbreviation: SIAC Location: Singapore Founded: 1991
some important reforms recently. Meanwhile, international investors have shown increased confidence in Chinese arbitration, especially with the advice of Chinese lawyers who might be more proficient in local rules than their international counterparts.
International arbitration a competitor
International arbitration centres have had a taste of and are eager for their share of China’s arbitration cake, as China has signed 120 Bilateral Investment Treaties (BITs) and Chinese companies are now increasingly investing overseas, particularly with the ‘Go out’ policy. The International Chamber of Commerce (ICC) added a new branch in Hong Kong at the end of 2008, after the establishment of its Singapore office. The two offices are managed by a team administered by the ICC headquarters in Paris. Both will increase the ICC’s Asian presence. The world’s third largest and fastest growing economy is the region’s key market. Last year, the Arbitration Institute of the Stockholm Chamber of Commerce (SCC), which has also been frequently used by China-based foreign companies, signed a cooperation agreement www.legalbusinessonline.com
Arbitral institution: Dubai International Arbitration Centre Abbreviation: DIAC Location: Dubai Founded: 1994
Arbitral institution: Arbitrators and Mediators Institute of New Zealand Abbreviation: AMINZ Location: Wellington Founded: 1979
Arbitral institution: Australian Centre for International Commercial Arbitration Abbreviation: ACICA Location: Sydney Founded: 1985
with the Hong Kong International Arbitration Centre (HKIAC), providing for mutual assistance with arbitration held under the two institutions’ rules in each other’s country. The aim is to facilitate SCC arbitration in the AsiaPacific and vice versa. However, for PRC companies the popular choices for arbitration are Hong Kong and Singapore, for some obvious reasons. “Both Hong Kong and Singapore are Chinese speaking,” says Wang Yadong, managing partner, PRC firm Run Ming. “I usually suggest local clients turn to HKIAC or SIAC for two reasons. One is they’re suitable ‘third’ places for settling disputes. The second is that mainland clients whose English is usually not sufficient will feel more comfortable in these two places.” Ron Ma, another partner from Run Ming, contributes another perspective. “Expense is also a main factor that
should be taken into account in practice. Lots of China-related international trade contract is of small to medium value. Sometimes to solve a dispute in Western arbitration centres, such as the SCC Institute, may cost even as much as the bid itself. But in Hong Kong or Singapore, it’s much cheaper, easier and quicker,” he says. Wang Hui, partner of Beijing Zong Heng, points out a subtle concern on the choices of arbitration centres. “Hong Kong and Singaporean arbitration centres’ awards are more enforceable than those of other countries in mainland China in practice, although China has ratified the New York Convention,” she says. Both Christopher To, HKIAC’s Secretary General, and Ge Huangbin, from SIAC, have confirmed with ALB China a noticeable increase in PRCrelated cases received in 2008. The trend in arbitration can only continue. ALB
“In the last five years, Chinese companies have frequently referred to SIAC to resolve their commercial disputes, either between Chinese parties or Chinese and foreign parties” Ge Huangbin, SIAC 47
special report | Hong Kong 09 >>
ALB
hong AUSTRALASIAN LEGAL BUSINESS
kong 09
48
ISSUE 6.2
special report | Hong Kong 09 >>
Hong Kong’s economy may be suffering just as badly as those of other international financial centres around the world. Its legal market, however, is thriving – thanks largely to the giant on its doorstep
W
hile 2008 was the year in which economies the world over were brought to their knees by the worst financial crisis in living memory, it (or at least the first half of it) was also a year in which the Dragon economy continued driving through its program of empire building and strategic acquisitions. And, 2008 was a year in which China’s Special Administrative Region of Hong Kong continued to be a major beneficiary of the economic miracle in full swing just across the Lo Wu border. Headlined by transactions such as Sinosteel’s acquisition of Midwest and Coca Cola’s bid for Huiyuan Juice, and amply supported by a spate of capital markets transactions such as China Railway Construction’s mega offering, Want Want’s blockbuster IPO and, more recently, Singyes Solar Technologies Holdings and Strong Petrochemical’s Hong Kong Stock Exchange (HKSE) listings, it is easy to see why pundits are predicting that the shift in the balance of economic power could accelerate during and after the global financial crisis in favour of China. Business lawyers in Hong Kong, especially those in international firms, will share in this good fortune. The ‘rise of China’ has been a mid- to long-term play for Hong Kong lawyers for a number of years. But whether it is the rise of the country’s corporate sector or the emergence of its new class of wealth generators, ALB China reports from Hong Kong that never has the mainland been so central to the Hong Kong legal services market. “In the past decade most of the work we’ve done in our Hong Kong corporate group has a [mainland] China element in one way or another and 90% of our work related to [Greater] Andrew Tortoishell, Herbert Smith China has an offshore
www.legalbusinessonline.com
element,” says Andrew Tortoishell, who was recently elected Herbert Smith’s China managing partner. Andrew Whan, a partner with Clifford Chance in Hong Kong, mentions a similar trend and notes that the amount of work coming to Hong Kong lawyers from the mainland will only increase in the future, especially as Hong Kong’s role as a gateway to the west continues to be realised. “Some of the transactions involving Chinese companies are becoming more sophisticated and complex, and require greater input from external legal advisors,” Whan says. “We see considerable growth in mainland China-related work.” And while Clifford Chance remains active with clients who are considering offerings this year, the Hong Kong offices of Sidley Austin and DLA Piper were playing pivotal roles in pushing the first HKSE listings of 2009 over the line.
Sidley Austin, led by Constance Choy, acted as issuer’s counsel in Strong Petrochemical’s HK$250m (US$32.2m) IPO. King & Wood was retained on PRC law, while DLA Piper, led by partner Esther Leung, represented the sponsor and underwriter China Everbright Capital. Leung also helped lead partners Liu Wei and Jeffrey Mak on another HKSE listing – China Singyes Technologies Holdings’ HK$63m (US$8.1m) IPO. This IPO was reported as being 70 times oversubscribed.
HK capital markets: dead or alive?
Such is the power of mainland China’s growing corporate sector that it possesses the power to keep itself and, perhaps more importantly, those around it at arm’s length from the depths of global recession. But while the recent flurry of listing activity may lead some to suggest that signs of life have finally returned to Hong
►► PRC via Hong Kong: mainland China deals with HK components* Transaction Capital markets
M&A
China South Locomotive Hong Kong IPO
Value (US$m)
Legal advisors involved*
533 Grandall, Baker & McKenzie, Herbert Smith, Jia Yuan
SOHO China Hong Kong IPO
1,900 Commerce & Finance, Conyers Dill & Pearman, Freshfields, Haiwen & Partners, Skadden, Zhong Lun
Want Want China Hong Kong IPO
1,050 Freshfields, Jingtian & Gongcheng, Jun He, Lee and Li, Maples and Calder, O’Melveny & Myers
China Railway Group Hong Kong IPO
2,800 DLA Piper, Jia Yuan, Kaiwen, Linklaters, Simpson Thacher
Coca-Cola’s proposed takeover of Huiyuan Juice
2,400 Freshfields, Skadden, Herbert Smith, Dacheng
China Merchants Bank acquisition of Wing Lung Bank
4,700 Freshfields, DLA Piper, Deacons, Clifford Chance
ICBC acquisition of Seng Heng Bank
600 JNR Advogados, King & Wood, Linklaters, JSM
China Telecom acquisition of China Unicom’s CDMA business
15,800 Commerce & Finance, Freshfields, Jingtian & Gongcheng, Sullivan & Cromwell
*This list does not purport to be exhaustive
49
special report | Hong Kong 09 >>
HKSE Listings – against the run of play Listed company CVM Minerals Value US$17m Announced date 15/12/08 Legal advisers Mallesons Stephen Jaques Listed company China Singyes Technologies Holdings Value US$8.1m Announced date 13/1/09 Legal advisers DLA Piper Listed company Strong Petrochemical Value US$32.2m Announced date 12/1/09 Legal advisers DLA Piper, Sidley Austin Listed company China Overseas Value US$322m Announced date 14/1/09 Legal advisers JSM
50
Kong, corporate lawyers there are not entirely convinced. Cherry Chan, a corporate partner with Clifford Chance in Hong Kong, feels that the recent spate of HKSE listings may be nothing more than ‘exceptions to the rule’, suggesting that further activity in Hong Kong’s capital markets will depend, as always, on favourable market conditions and valuations. “I’m sure there are a considerable number of enterprises, especially private enterprises in mainland China, looking for opportunities to list in Hong Kong,” Chan said. “This would also be the case for the investors who have made preIPO investments in these enterprises. However, it will really depend on market conditions and valuations. “I think things will still be slow in the coming six months, but hopefully will get better in the second half of this year.” Conrad Chan, a partner at the Hong Kong office of Mallesons Stephen Jaques, agrees, but for him things could turn on whether market confidence has been sufficiently restored by the recent listings. “Each company has its own listing agenda and fund raising needs,” Chan says. “While there’s been a global drought in capital markets transactions, it’s undeniable that there are good quality companies that will want to raise funds according to their own timetable, and there will still be investors who are happy to invest in these companies at the right price … but it depends on the few forthcoming listings, some of which are relatively sizeable. “If the market keeps getting receptive and confidence is restored, we may see an increasing trend.” Chan was the lead lawyer on the Hong Kong listing of CVM Minerals Limited, which floated just before Christmas last year. Confidence remains fragile, states DLA Piper’s Mak. “While these listings may help rebuild some confidence, it’s important to remember confidence remains extremely fragile. Of course, this is an incredibly challenging year, but I believe the market in Hong Kong this year will still be active not just with listings but M&A [involving] listed companies, privatisations, takeovers and other activity including repurchase offers and rights issues – open offers.”
“Tax and regulatory environments are changing by the day and this makes life a lot more complex for many private clients” Samantha Bradley, Withers Subsisting on a strict cross-border diet
One of the more interesting developments has been the increasing ferocity of China’s FDI-led economic imperialism. At no stage in the past has China been so active in throwing around its economic might. But this has not only been one way, for – as much as China has directed its economic empire building through the special administrative region – US, European and other Asian investors have also done the same, seeking to stake their claim in the China through companies listed on the HKSE. No clearer example of this exists than Coca Cola’s proposed HK$18bn (US$2.3bn) takeover of Huiyuan Juice Company. Lawyers could not be happier with such a trend. “As more companies are listed in Hong Kong over time, it creates more M&A work for lawyers,” says Tortoishell. “The underlying assets of these companies are in [Greater] China but most of the M&A legal work is done in Hong Kong.” Herbert Smith is acting on Coca Cola’s proposed acquisition as well as Gome’s acquisition of China Paradise. However, while it is becoming increasingly common for mainland China companies to list in Hong Kong, it is decidedly less common for mainland China law firms to set up shop in Hong Kong. In fact, only 10 (of the more than 13,000 law firms in the PRC) are registered as foreign law firms with the Hong Kong Law Society. But is this set to change in the near future? Lawyers interviewed by ALB China agreed that, as China’s legal and ISSUE 6.2
special report | Hong Kong 09 >>
regulatory frameworks become more developed, efficient, transparent and reliable, the role of mainland China firms on cross-border transactions is likely to grow considerably. In the Coca-Cola/Huiyuan deal, Beijing-based firm Dacheng has been charged with the tasks of dealing with antitrust filings and liaising with China’s Ministry of Commerce to ensure that approval for the deal is secured before the acquisition agreement expires on 23 March 2009. To be fair, while mainland China firms still lack the acumen, commercial knowledge and sophistication to mount any serious challenge to the market share of their international law firm counterparts, their own development and the role they are playing vis-à-vis the evolution of China’s legal and regulatory landscapes serves a greater good. “We always see China legal issues as being best advised on by PRC firms for their expertise, and the growing need for PRC legal advisors to come into the structuring of a transaction is inevitable. But it doesn’t mean that if PRC firms are stronger and more involved in a deal we will have less share of the profit of the deal,” says Benita Yu of Slaughter and May. Notwithstanding this, says Yu, given that most of the cross-border deals are structured through offshore vehicles and involve common law jurisdictions, Hong Kong-based counsel will retain the upper hand. “In most high-profile cross-border deals, international expertise and Hong Kong legal advice are required. Many of the Chinese companies involved are listed in Hong Kong and a large volume of Hong Kong regulatory applications need to be done for the deals,” says Yu. “Although some deals are governed by PRC law, they still involve overseas parties and run in international ways, so international and Hong Kong counsel need to be instructed,” she explains. ALB ►► PRC firms with a presence in hong kong Chen & Co China Law Office Duan & Duan Grandall Guangdong Hua Fa
Guangdong Xin Yang Guantao Jin Mao Jun He King & Wood
How much Hong Kong IPO work is in store for 2009? “We’ve received new instructions to complete IPOs before the end of 2009. From our position, we can see that small to medium-sized IPOs will continue to take place in the next six months. At such times we will be working closely with clients to ensure that they are thoroughly prepared for their listing, that risks are managed and their business is in a strong position to take advantage of market opportunities” Esther Leung, DLA Piper
Esther Leung, DLA Piper
“I think there’s a general belief that the IPO market will start to regain its momentum after Q2 or Q3. Let’s keep our fingers crossed” Conrad Chan, Mallesons Stephen Jaques “It will really depend on market conditions and valuations. I think things will be slow in the coming six months, but hopefully will get better in the second half of this year” Cherry Chan, Clifford Chance
Conrad Chan, Mallesons
Cherry Chan, Clifford Chance
“Although some deals are governed by PRC law, they still involve overseas parties and run in international ways, such as documentation, so international and Hong Kong counsel need to be instructed” Benita Yu, Slaughter and May
Source: Hong Kong Law Society
www.legalbusinessonline.com
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Sign off >> US GCs get thrifty
S
eventy-five per cent of US general counsel surveyed said recently that their legal departments face budget cuts, some of almost 35%. The greatest concerns in legal spending were (in order): outside counsel costs; the unpredictability of legal spending; and litigation risks.
Survey snapshot If facing a budget cut or a smaller increase: • 53.4% would use lower-priced legal counsel for some work • 65.0% would bring more work in-house Greatest concerns in regard to company’s legal spending: • 45.2% – inefficiency of hourly billing system • 80.9% – lack of predictability • 80.9% – outside counsel costs
Another day, another knight
N
igel Knowles is the man who has helped take DLA Piper from a small law firm in Leeds to one with about 3,750 lawyers in 27 countries and a blooming practice in both the US and UK.* And now, he’s also a knight. The 52-year-old co-chief executive of DLA Piper recently joined an elite group of private practice solicitors when he received a knighthood in the Queen’s New Year Honours list for services to the legal profession. This is just another notch on Knowles’ already lengthy list of achievements. The keen golfer is also chairman of the Managing Partners Forum and the Legal Sector Alliance, a member of Business in the Community’s environment leadership team – and father of two children.
* Not withstanding the recently announced 140 redundancies in the firm’s UK offices
In the next 12 months, do you plan to increase or decrease your use of outside counsel?
Solicitors in store on the web D
oncaster-based firm Beresfords Solicitors recently launched Britain’s first ‘legal services supermarket’ in the form of a web portal which screens cases submitted by users and distributes the resulting workload among paying subscriber law firms. The website, titled mysolicitor.com, has some competition from similar sites such as Injury Lawyers4U and moneysupermarket.com, and was reportedly backed by a £15.8m television advertising campaign. Firms wanting to get in on the ‘action’ will have to pay a fee of around £43,500 per annum to be on the referral list.
Not sure Increase
Decrease No change
Source: Altman Weil (www.altmanweil.com/dir_docs/ resource/5f6a3b0b-e3f8-4104-b240-fc18db17f5cb_ document.pdf)
Barristers’ brews
A
nationwide poll of almost 2,000 Brits conducted on behalf of international development charity ActionAid to promote its ‘24 Hour Tea and Coffee Break’ event has revealed that lawyers are big on… tea. According to the survey, those working in law on average drink more cups of tea per day than those in all other professions: 70% of legal workers drink more than three cups per day while 20% scull more than six a day.
52
Royal ex joins A&O C
helsy Davy – aka Prince Harry’s former love – recently snagged a training contract with Magic Circle firm Allen & Overy and is set to join the firm on completion of her legal training. The 23-year-old has an economics degree from the University of Cape Town, and is currently taking a postgraduate law course at the University of Leeds. According to reports, the Zimbabwe-born heiress will receive a starting salary of around £37,000, which is likely to rise to £65,000 or so once she qualifies.
ISSUE 6.2
LONDON
伦敦
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PARIS
巴黎
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HONG KONG
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香港
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SINGAPORE
新加坡
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BRISBANE
布里斯本
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MELBOURNE
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PERTH
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墨尔本
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柏斯
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SYDNEY
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悉尼
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AUCKLAND
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奧克兰
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WELLINGTON
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威灵顿
Hiring in a recession is strategic In-house
Private Practice
Senior Legal Counsel (7-10 yrs pqe) Beijing Newly created role to handle the China legal duties for this listed US conglomerate seeing substantial growth in Asia. The China operation encompasses a variety of businesses, and the incumbent will be charged with streamlining these units, in addition to establishing the legal function for China and handling general corporate commercial matters. Must have proven expertise dealing with China and familiarity with US laws and corporate governance requirements; ideally, be qualified in both countries. Demonstrated legal and leadership capability is required along with fluency in written and spoken Chinese and English. Ref: 8021/CB
Partner Beijing A Partner is sought to help develop the firm’s China business. This is a well regarded international law firm who is expanding its China practice into Beijing. The right incumbent must have a China law background and a track record of strong client relationships. Excellent English and Mandarin language skills are essential. Ref: 8050/CB
Senior In-house Counsel (8 yrs pqe) Shanghai Award winning global company desires a lawyer with PRC experience gained from a top MNC or international law firm. This position will supervise a team of lawyers based in several offices throughout China. Regulatory background would be a distinct asset. Strong English and Mandarin language skills are mandatory. Look forward to excellent career prospects. Ref: 8030/CB In-house Counsel (7-8 yrs pqe) Shenzhen This US based giant continues to grow and seeks a senior-level counsel with solid PRC experience gained from an international firm or corporation. In this APac regional role, the incumbent will report to the China GC and will need to have the experience and skills to manage a team. You must have a general commercial background and be willing to take on the broad scope of day-to-day operational support of all the business units. Ability to read and write Mandarin Chinese and English is required. Excellent promotional prospects. Ref: 8007/CB Compliance Lawyer Hong Kong or Shanghai US listed global company is hiring a compliance lawyer to be based in either Hong Kong or Shanghai reporting to the GC in the US. This is an Asia-Pacific role and will involve travel. The position will focus on (Foreign Corrupt Practices Act) FCPA issues and needs someone with proven expertise. Must have fluent written and spoken Mandarin. Look forward to superb remuneration, excellent work environment and great team support. Ref: 8056/CB Legal Counsel (2-4 yrs pqe) Hong Kong Very unique position to learn the business of this rapidly expanding technology company. The position needs someone with an entrepreneurial spirit willing to manage the large learning curve. Candidates should have international firm training with a general M&A background, excellent drafting skills and acquisition support experience. Spoken Mandarin is essential. Ref: 7687
China Partner Shanghai/Beijing This dynamic US firm has seen fantastic
growth in Asia. There is an urgent need for partners to be based in their Shanghai and Beijing offices with the expertise to leverage off the existing practice, as well as a proven track record of building a business. The focus will be on corporate, M&A, finance and projects. Fluency in Mandarin and English is required. Ref: 8049/CB
Corporate Finance (4-7 yrs pqe) Shanghai Talented lawyers with a mix of finance and general corporate experience will be considered for openings within this international law firm. You need a substantial background in PRC law gained in an international law firm. Strong English language skills are required. Fluency in Mandarin is preferred but not mandatory. Look forward to working with an exciting and friendly corporate team. Ref: 8001/CB Associate/Senior Associate (5 yrs pqe) Beijing A leading international law firm seeks an experienced real estate lawyer to join their Beijing office. You must have at least 5 years solid experience in the real estate sector, particularly in registration and approval procedures, and you need to be able to deal with government authorities at different levels. Native Mandarin and fluent English are required. This role is only for PRC nationals, and PRC practice qualification is essential. Ref: 8039/CB Solicitor (4-5 yrs pqe) Beijing Opportunity to join this international firm in
their Beijing office and work on cutting-edge general corporate, China FDI and M&A transactions. Candidates must be HK qualified and have relevant experience. Work with high-calibre fee earners in a collegiate environment and gain international exposure with the opportunity to develop your career. Fluency in written and spoken Mandarin is needed. Ref: 8069/CB
Tax Consultant (3 yrs pqe) Beijing A reputable international law firm seeks a Tax Consultant to join its Beijing office. The qualified candidate must have at least 3 years experience in taxation gained from big 4 accounting firms or reputable international law firms. You will need to have PRC corporate taxation and international taxation experience with solid drafting skills in English. University graduate or above with a major in law, tax or accounting from one of China’s top universities and/or a qualification from an overseas law school required. This position requires excellent English language skills. Ref: 7817/CB
HONG KONG Tel: (852) 2520 1168 Fax: (852) 2865 0925 Email: hughes@hughes-castell.com.hk SINGAPORE Tel: (65) 6220 2722 Fax: (65) 6220 7112 Email: hughes@hughes-castell.com.sg
www.hughescastell.com